<SEC-DOCUMENT>0001193125-24-237580.txt : 20241015
<SEC-HEADER>0001193125-24-237580.hdr.sgml : 20241015
<ACCEPTANCE-DATETIME>20241015160527
ACCESSION NUMBER:		0001193125-24-237580
CONFORMED SUBMISSION TYPE:	8-K
PUBLIC DOCUMENT COUNT:		3
CONFORMED PERIOD OF REPORT:	20241010
ITEM INFORMATION:		Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year
ITEM INFORMATION:		Financial Statements and Exhibits
FILED AS OF DATE:		20241015
DATE AS OF CHANGE:		20241015

FILER:

	COMPANY DATA:	
		COMPANY CONFORMED NAME:			Upstream Bio, Inc.
		CENTRAL INDEX KEY:			0002022626
		STANDARD INDUSTRIAL CLASSIFICATION:	PHARMACEUTICAL PREPARATIONS [2834]
		ORGANIZATION NAME:           	03 Life Sciences
		IRS NUMBER:				000000000
		STATE OF INCORPORATION:			DE
		FISCAL YEAR END:			1231

	FILING VALUES:
		FORM TYPE:		8-K
		SEC ACT:		1934 Act
		SEC FILE NUMBER:	001-42366
		FILM NUMBER:		241371879

	BUSINESS ADDRESS:	
		STREET 1:		890 WINTER STREET, SUITE 200
		CITY:			WALTHAM
		STATE:			MA
		ZIP:			02451
		BUSINESS PHONE:		781-208-2466

	MAIL ADDRESS:	
		STREET 1:		890 WINTER STREET, SUITE 200
		CITY:			WALTHAM
		STATE:			MA
		ZIP:			02451
</SEC-HEADER>
<DOCUMENT>
<TYPE>8-K
<SEQUENCE>1
<FILENAME>d897785d8k.htm
<DESCRIPTION>8-K
<TEXT>
<HTML><HEAD>
<TITLE>8-K</TITLE>
</HEAD>
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<Center><DIV STYLE="width:8.5in" align="left">
 <P STYLE="line-height:1.0pt;margin-top:0pt;margin-bottom:0pt;border-bottom:1px solid #000000">&nbsp;</P>
<P STYLE="line-height:3.0pt;margin-top:0pt;margin-bottom:2pt;border-bottom:1px solid #000000">&nbsp;</P> <P STYLE="margin-top:4pt; margin-bottom:0pt; font-size:18pt; font-family:Times New Roman" ALIGN="center"><B>UNITED STATES </B></P>
<P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:18pt; font-family:Times New Roman" ALIGN="center"><B>SECURITIES AND EXCHANGE COMMISSION </B></P>
<P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:12pt; font-family:Times New Roman" ALIGN="center"><B>Washington, D.C. 20549 </B></P> <P STYLE="font-size:10pt;margin-top:0pt;margin-bottom:0pt">&nbsp;</P><center>
<P STYLE="line-height:6.0pt;margin-top:0pt;margin-bottom:2pt;border-bottom:1.00pt solid #000000;width:21%">&nbsp;</P></center> <P STYLE="margin-top:10pt; margin-bottom:0pt; font-size:18pt; font-family:Times New Roman" ALIGN="center"><B>FORM <FONT
STYLE="white-space:nowrap">8-K</FONT> </B></P> <P STYLE="font-size:10pt;margin-top:0pt;margin-bottom:0pt">&nbsp;</P><center>
<P STYLE="line-height:6.0pt;margin-top:0pt;margin-bottom:2pt;border-bottom:1.00pt solid #000000;width:21%">&nbsp;</P></center> <P STYLE="margin-top:10pt; margin-bottom:0pt; font-size:12pt; font-family:Times New Roman" ALIGN="center"><B>CURRENT
REPORT </B></P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:12pt; font-family:Times New Roman" ALIGN="center"><B>Pursuant to Section&nbsp;13 or 15(d) </B></P>
<P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:12pt; font-family:Times New Roman" ALIGN="center"><B>of the Securities Exchange Act of 1934 </B></P>
<P STYLE="margin-top:10pt; margin-bottom:0pt; font-size:12pt; font-family:Times New Roman" ALIGN="center"><B>Date of Report (Date of earliest event reported): October&nbsp;10, 2024 </B></P>
<P STYLE="font-size:10pt;margin-top:0pt;margin-bottom:0pt">&nbsp;</P><center> <P STYLE="line-height:6.0pt;margin-top:0pt;margin-bottom:2pt;border-bottom:1.00pt solid #000000;width:21%">&nbsp;</P></center>
<P STYLE="margin-top:10pt; margin-bottom:0pt; font-size:24pt; font-family:Times New Roman" ALIGN="center"><B>UPSTREAM BIO, INC. </B></P>
<P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center"><B>(Exact name of registrant as specified in its charter) </B></P> <P STYLE="font-size:10pt;margin-top:0pt;margin-bottom:0pt">&nbsp;</P><center>
<P STYLE="line-height:6.0pt;margin-top:0pt;margin-bottom:2pt;border-bottom:1.00pt solid #000000;width:21%">&nbsp;</P></center> <P STYLE="font-size:10pt;margin-top:0pt;margin-bottom:0pt">&nbsp;</P>
<TABLE CELLSPACING="0" CELLPADDING="0" WIDTH="100%" BORDER="0" STYLE="BORDER-COLLAPSE:COLLAPSE; font-family:Times New Roman; font-size:8pt" ALIGN="center">


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<TD VALIGN="top" ALIGN="center"><B>Delaware</B></TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="top" ALIGN="center"><B>001-42366</B></TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="top" ALIGN="center"><B><FONT STYLE="white-space:nowrap">38-4187694</FONT></B></TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:8pt">
<TD VALIGN="top" ALIGN="center"> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:8pt; font-family:Times New Roman" ALIGN="center"><B>(State or other jurisdiction</B></P>
<P STYLE="margin-top:0pt; margin-bottom:1pt; font-size:8pt; font-family:Times New Roman" ALIGN="center"><B>of incorporation)</B></P></TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="top" ALIGN="center"><B>(Commission File Number)</B></TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="top" ALIGN="center"> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:8pt; font-family:Times New Roman" ALIGN="center"><B>(I.R.S. Employer</B></P>
<P STYLE="margin-top:0pt; margin-bottom:1pt; font-size:8pt; font-family:Times New Roman" ALIGN="center"><B>Identification No.)</B></P></TD></TR>
</TABLE> <P STYLE="font-size:10pt;margin-top:0pt;margin-bottom:0pt">&nbsp;</P>
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<TD VALIGN="top" ALIGN="center"> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center"><B>Upstream Bio, Inc.</B></P>
<P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center"><B>890 Winter Street, Suite 200</B></P>
<P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center"><B>Waltham, MA</B></P> <P STYLE="margin-top:0pt; margin-bottom:1pt; font-size:8pt; font-family:Times New Roman" ALIGN="center"><B>(Address of
principal executive offices)</B></P></TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="top" ALIGN="center"> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center"><B>02451</B></P>
<P STYLE="margin-top:0pt; margin-bottom:1pt; font-size:8pt; font-family:Times New Roman" ALIGN="center"><B>(Zip Code)</B></P></TD></TR>
</TABLE> <P STYLE="margin-top:10pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center"><B>Registrant&#146;s telephone number, including area code: (781)
<FONT STYLE="white-space:nowrap">208-2466</FONT> </B></P> <P STYLE="margin-top:10pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center"><B>Not Applicable </B></P>
<P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:8pt; font-family:Times New Roman" ALIGN="center"><B>(Former name or former address, if changed since last report) </B></P>
<P STYLE="font-size:10pt;margin-top:0pt;margin-bottom:0pt">&nbsp;</P><center> <P STYLE="line-height:6.0pt;margin-top:0pt;margin-bottom:2pt;border-bottom:1.00pt solid #000000;width:21%">&nbsp;</P></center>
<P STYLE="margin-top:10pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">Check the appropriate box below if the Form <FONT STYLE="white-space:nowrap">8-K</FONT> filing is intended to simultaneously satisfy the filing obligation of
the registrant under any of the following provisions: </P> <P STYLE="font-size:10pt;margin-top:0pt;margin-bottom:0pt">&nbsp;</P>
<TABLE STYLE="BORDER-COLLAPSE:COLLAPSE; font-family:Times New Roman; font-size:10pt" BORDER="0" CELLPADDING="0" CELLSPACING="0" WIDTH="100%">
<TR style = "page-break-inside:avoid">
<TD WIDTH="4%" VALIGN="top" ALIGN="left">&#9744;</TD>
<TD ALIGN="left" VALIGN="top"> <P STYLE=" margin-top:0pt ; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman; " ALIGN="left">Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) </P></TD></TR></TABLE>
<P STYLE="font-size:5pt;margin-top:0pt;margin-bottom:0pt">&nbsp;</P>
<TABLE STYLE="BORDER-COLLAPSE:COLLAPSE; font-family:Times New Roman; font-size:10pt" BORDER="0" CELLPADDING="0" CELLSPACING="0" WIDTH="100%">
<TR style = "page-break-inside:avoid">
<TD WIDTH="4%" VALIGN="top" ALIGN="left">&#9744;</TD>
<TD ALIGN="left" VALIGN="top"> <P STYLE=" margin-top:0pt ; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman; " ALIGN="left">Soliciting material pursuant to Rule <FONT STYLE="white-space:nowrap">14a-12</FONT> under the Exchange Act (17
CFR <FONT STYLE="white-space:nowrap">240.14a-12)</FONT> </P></TD></TR></TABLE> <P STYLE="font-size:5pt;margin-top:0pt;margin-bottom:0pt">&nbsp;</P>
<TABLE STYLE="BORDER-COLLAPSE:COLLAPSE; font-family:Times New Roman; font-size:10pt" BORDER="0" CELLPADDING="0" CELLSPACING="0" WIDTH="100%">
<TR style = "page-break-inside:avoid">
<TD WIDTH="4%" VALIGN="top" ALIGN="left">&#9744;</TD>
<TD ALIGN="left" VALIGN="top"> <P STYLE=" margin-top:0pt ; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman; " ALIGN="left"><FONT STYLE="white-space:nowrap">Pre-commencement</FONT> communications pursuant to Rule <FONT
STYLE="white-space:nowrap">14d-2(b)</FONT> under the Exchange Act (17 CFR <FONT STYLE="white-space:nowrap">240.14d-2(b))</FONT> </P></TD></TR></TABLE> <P STYLE="font-size:5pt;margin-top:0pt;margin-bottom:0pt">&nbsp;</P>
<TABLE STYLE="BORDER-COLLAPSE:COLLAPSE; font-family:Times New Roman; font-size:10pt" BORDER="0" CELLPADDING="0" CELLSPACING="0" WIDTH="100%">
<TR style = "page-break-inside:avoid">
<TD WIDTH="4%" VALIGN="top" ALIGN="left">&#9744;</TD>
<TD ALIGN="left" VALIGN="top"> <P STYLE=" margin-top:0pt ; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman; " ALIGN="left"><FONT STYLE="white-space:nowrap">Pre-commencement</FONT> communications pursuant to Rule <FONT
STYLE="white-space:nowrap">13e-4(c)</FONT> under the Exchange Act (17 CFR <FONT STYLE="white-space:nowrap">240.13e-4(c))</FONT> </P></TD></TR></TABLE>
<P STYLE="margin-top:10pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">Securities registered pursuant to Section&nbsp;12(b) of the Act: </P> <P STYLE="font-size:10pt;margin-top:0pt;margin-bottom:0pt">&nbsp;</P>
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<TD VALIGN="bottom" WIDTH="1%"></TD>
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<TR STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:8pt">
<TD VALIGN="bottom" NOWRAP ALIGN="center"><B>Title of each class</B></TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="bottom" NOWRAP ALIGN="center"> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:8pt; font-family:Times New Roman" ALIGN="center"><B>Trading</B></P>
<P STYLE="margin-top:0pt; margin-bottom:1pt; font-size:8pt; font-family:Times New Roman" ALIGN="center"><B>Symbol(s)</B></P></TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="bottom" NOWRAP ALIGN="center"> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:8pt; font-family:Times New Roman" ALIGN="center"><B>Name of each exchange</B></P>
<P STYLE="margin-top:0pt; margin-bottom:1pt; font-size:8pt; font-family:Times New Roman" ALIGN="center"><B>on which registered</B></P></TD></TR>


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<TD VALIGN="top" ALIGN="center"><B>Common Stock, $0.001 par value per share</B></TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="top" ALIGN="center"><B>UPB</B></TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="top" ALIGN="center"><B>The Nasdaq Global Select Market</B></TD></TR>
</TABLE> <P STYLE="margin-top:10pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of
1933 (&#167; 230.405 of this chapter) or Rule <FONT STYLE="white-space:nowrap">12b-2</FONT> of the Securities Exchange Act of 1934 (&#167; <FONT STYLE="white-space:nowrap">240.12b-2</FONT> of this chapter). </P>
<P STYLE="margin-top:10pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">Emerging growth company&#8194;&#9746; </P> <P STYLE="margin-top:10pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">If an emerging growth
company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section&nbsp;13(a) of the Exchange Act.&#8194;&#9744;
</P> <P STYLE="font-size:9pt;margin-top:0pt;margin-bottom:0pt">&nbsp;</P> <P STYLE="line-height:1.0pt;margin-top:0pt;margin-bottom:0pt;border-bottom:1px solid #000000">&nbsp;</P>
<P STYLE="line-height:3.0pt;margin-top:0pt;margin-bottom:2pt;border-bottom:1px solid #000000">&nbsp;</P>
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<Center><DIV STYLE="width:8.5in" align="left">
 <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman"><B>Item&#8201;5.03 Amendments to Articles of Incorporation or Bylaws. </B></P>
<P STYLE="margin-top:6pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">As previously disclosed in the Registration Statement on Form <FONT STYLE="white-space:nowrap">S-1,</FONT> as amended (File
<FONT STYLE="white-space:nowrap">No.&nbsp;333-282197)</FONT> (the &#147;Registration Statement&#148;), of Upstream Bio, Inc. (the &#147;Company&#148;), and in connection with the completion of the initial public offering of the Company&#146;s common
stock (the &#147;IPO&#148;), on October&nbsp;15, 2024, the Company filed its third amended and restated certificate of incorporation (the &#147;Amended and Restated Certificate&#148;) with the Secretary of State of the State of Delaware. The
Company&#146;s board of directors (the &#147;Board&#148;) and the Company&#146;s stockholders previously approved the Amended and Restated Certificate to be filed in connection with, and to be effective immediately prior to, the completion of the
IPO. The Amended and Restated Certificate amends and restates the Company&#146;s existing second amended and restated certificate of incorporation, as amended, in its entirety to, among other things: (i)&nbsp;authorize 500,000,000 shares of common
stock; (ii)&nbsp;eliminate all references to the previously-existing series of preferred stock; and (iii)&nbsp;authorize 10,000,000 shares of undesignated preferred stock that may be issued from time to time by the Board in one or more series. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">The foregoing description of the Amended and Restated Certificate is qualified by reference to the full Amended and Restated Certificate, a copy of which is
attached hereto as Exhibit 3.1 and is incorporated herein by reference. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">In addition, as previously disclosed in the Registration Statement, the second
amended and restated bylaws of the Company (the &#147;Amended and Restated Bylaws&#148;), previously approved by the Board and the Company&#146;s stockholders, became effective as of the effectiveness of the Registration Statement on
October&nbsp;10, 2024. The Amended and Restated Bylaws amend and restate the Company&#146;s bylaws in their entirety to, among other things: (i)&nbsp;eliminate the ability of the Company&#146;s stockholders to take action by written consent in lieu
of a meeting and call special meetings of stockholders; (ii)&nbsp;establish an advance notice procedure for stockholder proposals to be brought before an annual meeting of our stockholders, including proposed nominations of persons for election to
our Board; and (iii)&nbsp;conform to the amended provisions of the Amended and Restated Certificate. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">The foregoing description of the Amended and
Restated Bylaws is qualified by reference to the full Amended and Restated Bylaws, a copy of which is attached hereto as Exhibit 3.2 and is incorporated herein by reference. </P>
<P STYLE="margin-top:18pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman"><B>Item&#8201;9.01 Financial Statements and Exhibits. </B></P> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">(d)
Exhibits </P> <P STYLE="font-size:12pt;margin-top:0pt;margin-bottom:0pt">&nbsp;</P>
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<TD VALIGN="top" NOWRAP>3.1</TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="top"><A HREF="d897785dex31.htm">Third Amended and Restated Certificate of Incorporation of Upstream Bio, Inc. </A></TD></TR>
<TR STYLE="font-size:1pt">
<TD HEIGHT="8"></TD>
<TD HEIGHT="8" COLSPAN="2"></TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:10pt">
<TD VALIGN="top" NOWRAP>3.2</TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="top"><A HREF="d897785dex32.htm">Second Amended and Restated Bylaws of Upstream Bio, Inc. </A></TD></TR>
</TABLE>
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 <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center"><B>SIGNATURE </B></P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned
hereunto duly authorized. </P> <P STYLE="font-size:12pt;margin-top:0pt;margin-bottom:0pt">&nbsp;</P>
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<TD VALIGN="top"></TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="top"></TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="top"></TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="top"> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">Upstream Bio, Inc.</P> <P STYLE="font-size:12pt; margin-top:0pt; margin-bottom:1pt">&nbsp;</P></TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:10pt">
<TD VALIGN="top">Date: October&nbsp;15, 2024</TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="top"></TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="top">By:</TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="top"> <P STYLE="margin-top:0pt; margin-bottom:1pt; border-bottom:1px solid #000000; font-size:10pt; font-family:Times New Roman">/s/ E. Rand Sutherland</P></TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:10pt">
<TD VALIGN="top"></TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="top"></TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="top"></TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="top">E. Rand Sutherland, M.D., M.P.H.</TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:10pt">
<TD VALIGN="top"></TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="top"></TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="top"></TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="top">Chief Executive Officer</TD></TR>
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<TYPE>EX-3.1
<SEQUENCE>2
<FILENAME>d897785dex31.htm
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<Center><DIV STYLE="width:8.5in" align="left">
 <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="right"><B>Exhibit 3.1 </B></P>
<P STYLE="margin-top:24pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center"><B>THIRD AMENDED AND RESTATED </B></P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center"><B>CERTIFICATE OF INCORPORATION </B></P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center"><B>OF </B></P> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center"><B>UPSTREAM BIO, INC.
</B></P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">Upstream Bio, Inc., a corporation organized and existing under the laws of the State of Delaware (the
&#147;<B>Corporation</B>&#148;), hereby certifies as follows: </P> <P STYLE="margin-top:6pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">1. The name of the Corporation is Upstream Bio, Inc. The date of the filing
of its original Certificate of Incorporation with the Secretary of State of the State of Delaware was April&nbsp;21, 2021 (the &#147;<B>Original Certificate</B>&#148;). </P>
<P STYLE="margin-top:6pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">2. The Original Certificate was amended by that certain Amended and Restated Certificate of Incorporation dated as of October&nbsp;13, 2021.
This Third Amended and Restated Certificate of Incorporation (this &#147;<B>Certificate</B>&#148;) amends, restates and integrates the provisions of the Second Amended and Restated Certificate of Incorporation that was filed with the Secretary of
State of the State of Delaware on June&nbsp;6, 2023 (the &#147;<B>Amended and Restated Certificate</B>&#148;), and was duly adopted in accordance with the provisions of Sections 228, 242 and 245 of the General Corporation Law of the State of
Delaware (the &#147;<B>DGCL</B>&#148;). </P> <P STYLE="margin-top:6pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">3. The text of the Amended and Restated Certificate is hereby amended, restated and integrated in
its entirety to provide as follows. </P> <P STYLE="margin-top:24pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center">ARTICLE I </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">The name of the Corporation is Upstream Bio, Inc. </P>
<P STYLE="margin-top:24pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center">ARTICLE II </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">The address of the
Corporation&#146;s registered office in the State of Delaware is 1209 Orange Street, in the City of Wilmington, County of New Castle, 19801. The name of its registered agent at such address is The Corporation Trust Company. </P>
<P STYLE="margin-top:24pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center">ARTICLE III </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">The purpose of the
Corporation is to engage in any lawful act or activity for which corporations may be organized under the DGCL. </P>
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<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center"><U>CAPITAL STOCK </U></P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">The total
number of shares of capital stock which the Corporation shall have authority to issue is five hundred ten million (510,000,000), of which (i)&nbsp;five hundred million (500,000,000) shares shall be a class designated as common stock, par value
$0.001 per share (the &#147;<B>Common Stock</B>&#148;), and (ii)&nbsp;ten million (10,000,000) shares shall be a class designated as undesignated preferred stock, par value $0.001 per share (the &#147;<B>Preferred Stock</B>&#148;). </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">Except as otherwise provided in any certificate of designation of any series of Preferred Stock, the number of authorized shares of the class
of Common Stock or Preferred Stock may be increased or decreased (but not below the number of shares of such class then outstanding) by the affirmative vote of the holders of a majority in voting power of the outstanding shares of capital stock of
the Corporation entitled to vote thereon irrespective of the provisions of Section&nbsp;242(b)(2) of the DGCL, and no vote of the holders of any of the Common Stock or the Preferred Stock voting separately as a class shall be required therefor. For
the avoidance of doubt, the elimination and reduction of the voting requirements of Section&nbsp;242 of the DGCL, as permitted by Section&nbsp;242(d) of the DGCL, shall apply to any amendments to this Certificate. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">The powers, preferences and rights of, and the qualifications, limitations and restrictions upon, each class or series of stock shall be
determined in accordance with, or as set forth below in, this Article&nbsp;IV. </P> <P STYLE="margin-top:24pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center">A. <U>COMMON STOCK</U> </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:9%; font-size:10pt; font-family:Times New Roman">Subject to all the rights, powers and preferences of the Preferred Stock and except as provided by law or in this Certificate (including any
certificate of designation of any series of Preferred Stock): </P> <P STYLE="margin-top:6pt; margin-bottom:0pt; text-indent:13%; font-size:10pt; font-family:Times New Roman">(a) the holders of the Common Stock shall have the exclusive right to vote
for the election of directors of the Corporation (the &#147;<B>Directors</B>&#148;) and on all other matters requiring stockholder action, each outstanding share entitling the holder thereof to one vote on each matter properly submitted to the
stockholders of the Corporation for their vote; <U>provided</U>, <U>however</U>, that, except as otherwise required by law, holders of Common Stock, as such, shall not be entitled to vote on any amendment to this Certificate (including any amendment
to a certificate of designation of any series of Preferred Stock) that alters or changes the powers, preferences, rights or other terms of one or more outstanding series of Preferred Stock if the holders of such affected series of Preferred Stock
are entitled to vote, either separately or together with the holders of one or more other such series, on such amendment pursuant to this Certificate (including any certificate of designation of any series of Preferred Stock) or pursuant to the
DGCL; </P>
 <p STYLE="margin-top:0pt;margin-bottom:0pt ; font-size:8pt">&nbsp;</P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center">2 </P>

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 <P STYLE="margin-top:0pt; margin-bottom:0pt; text-indent:13%; font-size:10pt; font-family:Times New Roman">(b) dividends may be declared and paid or set apart for payment upon the shares of Common
Stock out of any assets or funds of the Corporation legally available for the payment of dividends, but only when, as and if declared by the Board of Directors of the Corporation (the &#147;<B>Board</B>&#148;) or any authorized committee thereof;
and </P> <P STYLE="margin-top:6pt; margin-bottom:0pt; text-indent:13%; font-size:10pt; font-family:Times New Roman">(c) upon the voluntary or involuntary liquidation, dissolution or winding up of the Corporation, the net assets of the Corporation
shall be distributed pro rata to the holders of the Common Stock. </P> <P STYLE="margin-top:24pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center">B. <U>PREFERRED STOCK</U> </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">The Board of Directors or any authorized committee thereof is expressly authorized to provide by resolution or resolutions for, out of the unissued shares of
Preferred Stock, the issuance of the shares of Preferred Stock in one or more series of such stock, and by filing a certificate of designation pursuant to applicable law of the State of Delaware, to establish or change from time to time the number
of shares of each such series, and to fix the designations, powers, including voting powers, full or limited, or no voting powers, preferences and the relative, participating, optional or other special rights of the shares of each series and any
qualifications, limitations and restrictions thereof, all to the fullest extent now or hereafter permitted by the DGCL. The powers, preferences and relative, participating, optional and other special rights of each such series of Preferred Stock,
and the qualifications, limitations or restrictions thereof, if any, may differ from those of any and all other series at any time outstanding. Without limiting the generality of the foregoing, the resolution or resolutions providing for the
issuance of any series of Preferred Stock may provide that such series shall be superior or rank equally or be junior to any other series of Preferred Stock to the extent permitted by law. </P>
<P STYLE="margin-top:24pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center">ARTICLE V </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center"><U>STOCKHOLDER ACTION
</U></P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">1. <U>Action without Meeting</U>. Subject to the rights, if any, of the holders of shares of any series of Preferred Stock, any
action required or permitted to be taken by the stockholders of the Corporation at any annual or special meeting of stockholders of the Corporation must be effected at a duly called annual or special meeting of stockholders and may not be taken or
effected by a consent of stockholders in lieu thereof. </P> <P STYLE="margin-top:6pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">2. <U>Special Meetings</U>. Except as otherwise required by statute and subject to
the rights, if any, of the holders of shares of any series of Preferred Stock, special meetings of the stockholders of the Corporation may be called only by the Board of Directors, and special meetings of stockholders may not be called by any other
person or persons. Only those matters set forth in the notice of the special meeting may be considered or acted upon at a special meeting of stockholders of the Corporation. </P>
 <p STYLE="margin-top:0pt;margin-bottom:0pt ; font-size:8pt">&nbsp;</P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center">3 </P>

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<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center"><U>DIRECTORS </U></P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">1.
<U>General</U>. The business and affairs of the Corporation shall be managed by or under the direction of the Board of Directors except as otherwise provided herein or required by law. </P>
<P STYLE="margin-top:6pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">2. <U>Number of Directors; Term of Office.</U><B><I> </I></B>Except as otherwise provided for or fixed pursuant to the provisions of Article IV
(including any certificate of designation with respect to any series of Preferred Stock) and this Article VII relating to the rights of the holders of any series of Preferred Stock to elect additional Directors, the number of Directors shall be
fixed solely and exclusively by resolution duly adopted from time to time by the Board of Directors. The Directors, other than those who may be elected by the holders of any series of Preferred Stock, shall be classified, with respect to the term
for which they severally hold office, into three classes. The term of office of the initial Class&nbsp;I Directors shall expire at the first regularly-scheduled annual meeting of stockholders following the closing of the Corporation&#146;s sale of a
class of its capital stock to the public pursuant to a registration statement on Form <FONT STYLE="white-space:nowrap">S-1</FONT> under the Securities Act (the &#147;<B>IPO Time</B>&#148;). The term of office of the initial Class&nbsp;II Directors
shall expire at the second annual meeting of stockholders following the IPO Time. The term of office of the initial Class&nbsp;III Directors shall expire at the third annual meeting of stockholders following the IPO Time. The Board of Directors is
authorized to assign members of the Board of Directors already in office to such classes at the time the classification of the Board of Directors becomes effective. At each annual meeting of stockholders, Directors elected to succeed those Directors
whose terms expire shall be elected for a term of office to expire at the third succeeding annual meeting of stockholders after their election. Notwithstanding the foregoing, the Directors elected to each class shall hold office until their
successors are duly elected and qualified or until their earlier resignation, death, disqualification or removal. No decrease in the number of Directors shall shorten the term of any incumbent Director. There shall be no cumulative voting in the
election of Directors. Election of Directors need not be by written ballot unless the Bylaws of the Corporation so provide. </P>
<P STYLE="margin-top:6pt; margin-bottom:0pt; margin-left:4%; font-size:10pt; font-family:Times New Roman">Notwithstanding the foregoing, whenever, pursuant to the provisions of Article&nbsp;IV of this Certificate, the holders of any one or more
series of Preferred Stock shall have the right, voting separately as a series or together with holders of other such series, to elect additional Directors, the election, term of office, filling of vacancies and other features of such directorships
shall be governed by the terms of this Certificate, including any certificate of designation applicable to such series of Preferred Stock. During any period when the holders of any series of Preferred Stock, voting separately as a series or together
with one or more series, have the right to elect additional Directors, then upon commencement and for the duration of the period during which such right continues: (i)&nbsp;the then otherwise total authorized number of Directors shall automatically
be increased by such specified number of Directors, and the holders of such Preferred Stock shall be entitled to elect the additional Directors so provided for or fixed pursuant to said provisions, and (ii)&nbsp;each such additional Director shall
serve until such Director&#146;s successor shall have been duly elected and qualified, or until such Director&#146;s right to hold </P>
 <p STYLE="margin-top:0pt;margin-bottom:0pt ; font-size:8pt">&nbsp;</P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center">4 </P>

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such office terminates pursuant to said provisions, whichever occurs earlier, subject to such Director&#146;s earlier death, resignation, retirement, disqualification or removal. Notwithstanding
any other provision of this Certificate of Incorporation, except as otherwise provided by the Board in the resolution or resolutions establishing such series, whenever the holders of any series of Preferred Stock having such right to elect
additional Directors are divested of such right pursuant to the provisions of such stock, the terms of office of all such additional Directors elected by the holders of such stock, or elected to fill any vacancies resulting from the death,
resignation, disqualification or removal of such additional Directors, shall forthwith terminate (in which case each such Director shall thereupon cease to be qualified as, and shall cease to be, a Director) and the total authorized number of
Directors shall automatically be reduced accordingly. </P> <P STYLE="margin-top:6pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">3. <U>Vacancies and Newly Created Directorships</U>. Subject to the rights, if any,
of the holders of any series of Preferred Stock to elect Directors and to fill vacancies in the Board of Directors relating thereto, any and all vacancies and newly created directorships in the Board of Directors, however occurring, including,
without limitation, by reason of an increase in the size of the Board of Directors, or the death, resignation, disqualification or removal of a Director, shall be filled solely and exclusively by the affirmative vote of a majority of the remaining
Directors then in office, even if less than a quorum of the Board of Directors, or by a sole remaining Director, and not by the stockholders. Any Director appointed in accordance with the preceding sentence shall hold office for the remainder of the
full term of the class of Directors in which the new directorship was created or the vacancy occurred and until such Director&#146;s successor shall have been duly elected and qualified or until such Director&#146;s earlier resignation,
disqualification, death or removal. Subject to the rights, if any, of the holders of any series of Preferred Stock to elect Directors, when the number of Directors is increased or decreased, the Board of Directors shall, subject to Article VI.3
hereof, determine the class or classes to which the increased or decreased number of Directors shall be apportioned. In the event of a vacancy in the Board of Directors, the remaining Directors, except as otherwise provided by law, shall exercise
the powers of the full Board of Directors until the vacancy is filled. </P> <P STYLE="margin-top:6pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">4. <U>Removal</U>. Subject to the rights, if any, of any series of
Preferred Stock to elect Directors and to remove any Director whom the holders of any such series have the right to elect, any Director may be removed from office (i)&nbsp;only for cause and (ii)&nbsp;only by the affirmative vote of the holders not
less than <FONT STYLE="white-space:nowrap">two-thirds</FONT> (2/3)<SUP STYLE="font-size:75%; vertical-align:top"> </SUP>of the voting power of the outstanding shares of capital stock then entitled to vote at an election of Directors. </P>
<P STYLE="margin-top:24pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center">ARTICLE VII </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center"><U>LIMITATION OF
LIABILITY </U></P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">1. <U>Directors.</U> To the fullest extent permitted by the DGCL, as the same exists or may hereafter be amended from time
to time, a Director of the Corporation shall not be personally liable to the Corporation or its stockholders for monetary damages for breach of such Director&#146;s fiduciary duty as a Director, except for liability (a)&nbsp;for any breach of the
Director&#146;s duty of loyalty to the Corporation or its stockholders, (b)&nbsp;for acts or omissions not in good faith or which </P>
 <p STYLE="margin-top:0pt;margin-bottom:0pt ; font-size:8pt">&nbsp;</P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center">5 </P>

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involve intentional misconduct or a knowing violation of law, (c)&nbsp;under Section&nbsp;174 of the DGCL or (d)&nbsp;for any transaction from which the Director derived an improper personal
benefit. If the DGCL is amended after the effective date of this Certificate to authorize corporate action further eliminating or limiting the personal liability of Directors, then the liability of a Director of the Corporation shall be eliminated
or limited to the fullest extent permitted by the DGCL, as so amended. </P> <P STYLE="margin-top:6pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">2. <U>Officers</U>. To the fullest extent permitted by the DGCL, as
the same exists or may thereafter be amended from time to time, an Officer (as defined below) of the Corporation shall not be personally liable to the Corporation or its stockholders for monetary damages for breach of such Officer&#146;s fiduciary
duty as an officer of the Corporation, except for liability (a)&nbsp;for any breach of the Officer&#146;s duty of loyalty to the Corporation or its stockholders, (b)&nbsp;for acts or omissions not in good faith or which involve intentional
misconduct or a knowing violation of law, (c)&nbsp;for any transaction from which the Officer derived an improper personal benefit, or (d)&nbsp;arising from any claim brought by or in the right of the Corporation. If the DGCL is amended after the
effective date of this Certificate to authorize corporate action further eliminating or limiting the personal liability of Officers, then the liability of an Officer of the Corporation shall be eliminated or limited to the fullest extent permitted
by the DGCL, as so amended. For purposes of this Article VII, &#147;Officer&#148; shall mean an individual who has been duly appointed as an officer of the Corporation and who, at the time of an act or omission as to which liability is asserted, is
deemed to have consented to service by the delivery of process to the registered agent of the Corporation as contemplated by 10&nbsp;Del. C.&nbsp;&#167; 3114(b). </P>
<P STYLE="margin-top:6pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">3. <U>Amendment or Modification</U>. Any amendment, repeal or modification of this Article&nbsp;VII or any amendment to the DGCL, shall not
adversely affect any right or protection existing at the time of such amendment, repeal or modification with respect to any acts or omissions occurring before such amendment, repeal or modification of a person serving as a Director or Officer, as
applicable, at the time of such amendment, repeal or modification. </P> <P STYLE="margin-top:24pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center">ARTICLE VIII </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center"><U>AMENDMENT OF BYLAWS </U></P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">1.
<U>Amendment by Directors</U>. Except as otherwise provided by law, the Bylaws of the Corporation may be adopted, amended or repealed by the Board of Directors. </P>
<P STYLE="margin-top:6pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">2. <U>Amendment by Stockholders</U>. Except as otherwise provided therein, the Bylaws of the Corporation may be amended or repealed by the
stockholders by the affirmative vote of the holders of at least <FONT STYLE="white-space:nowrap">two-thirds</FONT> (2/3) of the voting power of the outstanding shares of capital stock entitled to vote on such amendment or repeal, voting together as
a single class; provided, however, that if the Board of Directors recommends that stockholders approve such amendment or repeal, such amendment or repeal shall only require the affirmative vote of the holders of a majority of the voting power of the
outstanding shares of capital stock entitled to vote on such amendment or repeal, voting together as a single class. </P>
 <p STYLE="margin-top:0pt;margin-bottom:0pt ; font-size:8pt">&nbsp;</P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center">6 </P>

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<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center"><U>AMENDMENT OF CERTIFICATE OF INCORPORATION </U></P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">The Corporation reserves the right to amend or repeal this Certificate in the manner now or hereafter prescribed by statute and this
Certificate, and all rights conferred upon stockholders herein are granted subject to this reservation.<SUP STYLE="font-size:75%; vertical-align:top"> </SUP>For the avoidance of doubt, the provisions of Sections 242(d)(1) and (d)(2) of the DGCL
shall apply to the Corporation.<SUP STYLE="font-size:75%; vertical-align:top"> </SUP> </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center">[End of Text] </P>
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 <P STYLE="margin-top:0pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">THIS THIRD AMENDED AND RESTATED CERTIFICATE OF INCORPORATION is executed as of this 15th day
of October, 2024. </P> <P STYLE="font-size:12pt;margin-top:0pt;margin-bottom:0pt">&nbsp;</P><DIV ALIGN="right">
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<TD VALIGN="top" COLSPAN="3">UPSTREAM BIO, INC.</TD></TR>
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<TD HEIGHT="16"></TD>
<TD HEIGHT="16" COLSPAN="2"></TD></TR>
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<TD VALIGN="top">By:</TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="top"> <P STYLE="margin-top:0pt; margin-bottom:1pt; border-bottom:1px solid #000000; font-size:10pt; font-family:Times New Roman">/s/ E. Rand Sutherland</P></TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:10pt">
<TD VALIGN="top" COLSPAN="3">Name: E. Rand Sutherland</TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:10pt">
<TD VALIGN="top" COLSPAN="3">Title: Chief Executive Officer</TD></TR>
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 <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="right"><B>Exhibit 3.2 </B></P>
<P STYLE="margin-top:24pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center"><B>AMENDED AND RESTATED </B></P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center"><B>BYLAWS </B></P> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center"><B>OF </B></P>
<P STYLE="margin-top:6pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center"><B>UPSTREAM BIO, INC. </B></P> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center">(the
&#147;<B>Corporation</B>&#148;) </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center"><U>ARTICLE I </U></P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center"><U>Stockholders </U></P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">SECTION 1.
<U>Annual Meeting</U>. The annual meeting of stockholders (any such meeting being referred to in these Bylaws as an &#147;<B>Annual Meeting</B>&#148;) shall be held at the hour, date and place within or without the United States that is fixed by or
in the manner determined by the Board of Directors and stated in the notice of the meeting, which time, date and place may subsequently be changed at any time, before or after the notice for such meeting has been sent to the stockholders, by vote of
the Board of Directors. The Board of Directors may, in its sole discretion, determine that a meeting of stockholders shall not be held at any place, but may instead be held solely by means of remote communication as authorized by
Section&nbsp;211(a)(2) of the General Corporation Law of the State of Delaware (the &#147;<B>DGCL</B>&#148;). In the absence of any such designation or determination, stockholders&#146; meetings shall be held at the Corporation&#146;s principal
executive office. If no Annual Meeting has been held for a period of thirteen (13)&nbsp;months after the Corporation&#146;s last Annual Meeting, a special meeting in lieu thereof may be held, and such special meeting shall have, for the purposes of
these Bylaws or otherwise, all the force and effect of an Annual Meeting. Any and all references hereafter in these Bylaws to an Annual Meeting or Annual Meetings also shall be deemed to refer to any special meeting(s) in lieu thereof. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">SECTION 2. <U>Notice of Stockholder Business and Nominations</U>. </P>
<P STYLE="margin-top:6pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(a) <U>Annual Meetings of Stockholders</U>. </P>
<P STYLE="margin-top:6pt; margin-bottom:0pt; margin-left:4%; text-indent:4%; font-size:10pt; font-family:Times New Roman">(1) Nominations of persons for election to the Board of Directors of the Corporation (the &#147;<B>Board of
Directors</B>&#148;) and the proposal of other business to be considered by the stockholders may be brought before an Annual Meeting (i)&nbsp;by or at the direction of the Board of Directors or (ii)&nbsp;by any stockholder of the Corporation who was
a stockholder of record at the time of giving of notice of the Annual Meeting provided for in this Bylaw, who is entitled to vote at the meeting, who is present (in person or by proxy) at the meeting and who complies with the notice procedures set
forth in this Bylaw as to such nomination or business. For the avoidance of doubt, the foregoing clause (ii)&nbsp;shall be the exclusive means for a stockholder to bring nominations or business properly before an Annual Meeting (other than matters
properly brought under <FONT STYLE="white-space:nowrap">Rule&nbsp;14a-8</FONT> (or any successor rule) under the Securities Exchange Act of 1934, as amended (the &#147;<B>Exchange Act</B>&#148;)), and such stockholder must comply with the notice and
other procedures set forth in Article I, Section&nbsp;2(a)(2), (3) and (4)&nbsp;of this Bylaw to bring such nominations or business properly before an Annual Meeting. In addition to the other requirements set forth in this Bylaw, for any proposal of
business to be considered at an Annual Meeting, it must be a proper subject for action by stockholders of the Corporation under Delaware law. </P>
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 <P STYLE="margin-top:0pt; margin-bottom:0pt; margin-left:4%; text-indent:4%; font-size:10pt; font-family:Times New Roman">(2) For nominations or other business to be properly brought before an
Annual Meeting by a stockholder pursuant to clause (ii)&nbsp;of Article I, Section&nbsp;2(a)(1) of this Bylaw, the stockholder must (i)&nbsp;have given Timely Notice (as defined below) thereof in writing to the Secretary of the Corporation,
(ii)&nbsp;have provided any updates or supplements to such notice at the times and in the forms required by this Bylaw and (iii)&nbsp;together with the beneficial owner(s), if any, on whose behalf the nomination or business proposal is made, have
acted in accordance with the representations set forth in the Solicitation Statement (as defined below) required by this Bylaw. To be timely, a stockholder&#146;s written notice must be received by the Secretary at the principal executive offices of
the Corporation not later than 5:00 p.m. Eastern time on the ninetieth (90th) day nor earlier than 5:00 p.m. Eastern time on the one hundred twentieth (120th) day prior to the <FONT STYLE="white-space:nowrap">one-year</FONT> anniversary of the
preceding year&#146;s Annual Meeting; provided, however, that in the event the Annual Meeting is first convened more than thirty (30)&nbsp;days before or more than sixty (60)&nbsp;days after such anniversary date, or if no Annual Meeting was held in
the preceding year, notice by the stockholder to be timely must be received by the Secretary of the Corporation not later than 5:00 p.m. Eastern time on the later of the ninetieth (90th) day prior to the scheduled date of such Annual Meeting or the
tenth (10th) day following the day on which public announcement of the date of such meeting is first made (such notice within such time periods shall be referred to as &#147;<B>Timely Notice</B>&#148;). Notwithstanding anything to the contrary
provided herein, for the first Annual Meeting following the initial public offering of common stock of the Corporation, a stockholder&#146;s notice shall be timely if received by the Secretary at the principal executive offices of the Corporation
not later than 5:00 p.m. Eastern time on the later of the ninetieth (90th) day prior to the scheduled date of such Annual Meeting or the tenth (10th) day following the day on which public announcement of the date of such Annual Meeting is first made
or sent by the Corporation. Such stockholder&#146;s Timely Notice shall set forth or include: </P> <P STYLE="margin-top:6pt; margin-bottom:0pt; margin-left:9%; text-indent:4%; font-size:10pt; font-family:Times New Roman">(A) as to each person whom
the stockholder proposes to nominate for election or reelection as a director, (i)&nbsp;the name, age, business address and residence address of the nominee, (ii)&nbsp;the principal occupation or employment of the nominee, (iii)&nbsp;the class and
number of shares of capital stock of the Corporation that are held of record or are beneficially owned by the nominee or its Affiliates or Associates (each as defined below) and any Synthetic Equity Interest (as defined below) held or beneficially
owned by the nominee or its Affiliates or Associates, (iv)&nbsp;a description of all agreements, arrangements or understandings between or among the stockholder and each nominee and any other person or persons (naming such person or persons)
pursuant to which the nominations are to be made by the stockholder or concerning the nominee&#146;s potential service on the Board of Directors, (v)&nbsp;a questionnaire with respect to the background and qualifications of the nominee completed by
the nominee in the form provided by the Corporation (which questionnaire shall be provided by the </P>
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Secretary upon written request of any stockholder of record identified by name within five (5)&nbsp;business days of such written request), (vi) a representation and agreement in the form
provided by the Corporation (which form shall be provided by the Secretary upon written request of any stockholder of record identified by name within five (5)&nbsp;business days of such written request) that: (a)&nbsp;such proposed nominee is not
and will not become party to any agreement, arrangement or understanding with any person or entity as to how such proposed nominee, if elected as a director of the Corporation, will act or vote on any issue or question (a &#147;<B>Voting
Commitment</B>&#148;) that has not been disclosed to the Corporation in the questionnaire described in clause (v)&nbsp;herein; (b) such proposed nominee is not and will not become a party to any agreement, arrangement or understanding with any
person or entity other than the Corporation with respect to any direct or indirect compensation, reimbursement or indemnification in connection with service or action as a director that has not been disclosed to the Corporation in the questionnaire
described in clause (v)&nbsp;herein; (c) such proposed nominee would, if elected as a director, comply with all applicable rules and regulations of the exchanges upon which shares of the Corporation&#146;s capital stock trade, each of the
Corporation&#146;s corporate governance, ethics, conflict of interest, confidentiality, stock ownership and trading policies and guidelines applicable generally to the Corporation&#146;s directors and, if elected as a director of the Corporation,
such person currently would be in compliance with any such policies and guidelines that have been publicly disclosed; (d)&nbsp;such proposed nominee intends to serve as a director for the full term for which he or she is to stand for election; and
(e)&nbsp;such proposed nominee will promptly provide to the Corporation such other information as it may reasonably request to determine the eligibility of such proposed nominee to serve on any committee or
<FONT STYLE="white-space:nowrap">sub-committee</FONT> of the Board of Directors under any applicable stock exchange listing requirements or applicable law, or that the Board of Directors reasonably determines could be material to a reasonable
stockholder&#146;s understanding of the background, qualifications, experience, independence, or lack thereof, of such proposed nominee; and (vii)&nbsp;any other information relating to such proposed nominee that is required to be disclosed in
solicitations of proxies for election of directors in an election contest, or is otherwise required, in each case pursuant to Regulation 14A under the Exchange Act (including, without limitation, such person&#146;s written consent to being named in
the proxy statement as a nominee and to serving as a director if elected); </P> <P STYLE="margin-top:6pt; margin-bottom:0pt; margin-left:9%; text-indent:4%; font-size:10pt; font-family:Times New Roman">(B) as to any other business that the
stockholder proposes to bring before the meeting: a brief description of the business desired to be brought before the meeting, the reasons for conducting such business at the meeting, the text, if any, of any resolutions or Bylaw amendment proposed
for adoption, and any material interest in such business of each Proposing Person (as defined below); </P>
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 <P STYLE="margin-top:0pt; margin-bottom:0pt; margin-left:9%; text-indent:4%; font-size:10pt; font-family:Times New Roman">(C) (i) the name and address of the stockholder giving the notice, as they
appear on the Corporation&#146;s books, and the names and addresses of the other Proposing Persons (if any) and (ii)&nbsp;as to each Proposing Person, the following information: (a)&nbsp;the class or series and number of all shares of capital stock
of the Corporation that are, directly or indirectly, owned beneficially or of record by such Proposing Person or any of its Affiliates or Associates, including any shares of any class or series of capital stock of the Corporation as to which such
Proposing Person or any of its Affiliates or Associates has a right to acquire beneficial ownership at any time in the future (whether or not such right is exercisable immediately or only after the passage of time or upon the satisfaction of any
conditions or both) pursuant to any agreement, arrangement or understanding (whether or not in writing), (b) all Synthetic Equity Interests (as defined below) in which such Proposing Person or any of its Affiliates or Associates, directly or
indirectly, holds an interest including a description of the material terms of each such Synthetic Equity Interest, including, without limitation, identification of the counterparty to each such Synthetic Equity Interest and disclosure, for each
such Synthetic Equity Interest, as to (1)&nbsp;whether or not such Synthetic Equity Interest conveys any voting rights, directly or indirectly, in such shares to such Proposing Person or any of its Affiliates or Associates and (2)&nbsp;whether or
not such Synthetic Equity Interest is required to be, or is capable of being, settled through delivery of such shares, (c)&nbsp;any proxy (other than a revocable proxy given in response to a public proxy solicitation made pursuant to, and in
accordance with, the Exchange Act), agreement, arrangement, understanding or relationship pursuant to which such Proposing Person or any of its Affiliates or Associates has or shares a right to, directly or indirectly, vote any shares of any class
or series of capital stock of the Corporation, (d)&nbsp;any rights to dividends or other distributions on the shares of any class or series of capital stock of the Corporation, directly or indirectly, owned beneficially by such Proposing Person or
any of its Affiliates or Associates that are separated or separable from the underlying shares of the Corporation, (e)&nbsp;if such Proposing Person is not a natural person, the identity of the natural person or persons responsible for making voting
and investment decisions (including director nominations and any other business that the stockholder proposes to bring before a meeting) on behalf of the Proposing Person (irrespective of whether such person or persons have &#147;beneficial
ownership&#148; for purposes of Rule <FONT STYLE="white-space:nowrap">13d-3</FONT> of the Exchange Act of any securities owned of record or beneficially by the Proposing Person) (such person or persons, the &#147;<B>Responsible Person</B>&#148;),
(f) any pending or threatened litigation in which such Proposing Person or any of its Affiliates or Associates or any Responsible Person is a party involving the Corporation or any of its officers or directors, or any Affiliate of the Corporation,
and (g)&nbsp;any other information relating to such Proposing Person or any of its Affiliates or Associates that would be required to be disclosed in a proxy statement or other filing required to be made in connection with solicitations of proxies
or consents by such Proposing Person in support of the business proposed to be brought before the meeting pursuant to Section&nbsp;14(a) of the Exchange Act (the disclosures to be made pursuant to the foregoing clauses (a)&nbsp;through (g) are
referred to, collectively, as &#147;<B>Material Ownership Interests</B>&#148;); provided, however, that the Material Ownership Interests shall not include any such disclosures with respect to the ordinary course business activities of any broker,
dealer, commercial bank, trust company or other nominee who is a Proposing Person solely as a result of being the stockholder of record directed to prepare and submit the notice required by these Bylaws on behalf of a beneficial owner; </P>
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 <P STYLE="margin-top:0pt; margin-bottom:0pt; margin-left:9%; text-indent:4%; font-size:10pt; font-family:Times New Roman">(D) (i) a description of all agreements, arrangements or understandings to
which any Proposing Person or any of its Affiliates or Associates is a party (whether the counterparty or counterparties are a Proposing Person or any Affiliate or Associate thereof, on the one hand, or one or more other third parties, on the other
hand, (including any proposed nominee(s)) (a) pertaining to the nomination(s) or other business proposed to be brought before the meeting of stockholders or (b)&nbsp;entered into for the purpose of acquiring, holding, disposing or voting of any
shares of any class or series of capital stock of the Corporation (which description shall identify the name of each other person who is party to such an agreement, arrangement or understanding) and (ii)&nbsp;identification of the names and
addresses of other stockholders (including beneficial owners) known by any of the Proposing Persons to be providing financial support or meaningful assistance in furtherance of the nomination(s) or other business proposed to be brought before the
meeting of stockholders and, to the extent known, the class and number of all shares of the Corporation&#146;s capital stock owned beneficially or of record by such other stockholder(s) or other beneficial owner(s); and </P>
<P STYLE="margin-top:6pt; margin-bottom:0pt; margin-left:9%; text-indent:4%; font-size:10pt; font-family:Times New Roman">(E) a statement (i)&nbsp;that the stockholder is a holder of record of capital stock of the Corporation entitled to vote at
such meeting, a representation that such stockholder intends to appear in person or by proxy at the meeting to propose such business or nominees and an acknowledgement that, if such stockholder (or a qualified representative of such stockholder)
does not appear to present such business or proposed nominees, as applicable, at such meeting, the Corporation need not present such business or proposed nominees for a vote at such meeting, notwithstanding that proxies in respect of such vote may
have been received by the Corporation, (ii)&nbsp;whether or not the stockholder giving the notice and/or the other Proposing Person(s), if any, (a)&nbsp;will deliver a proxy statement and form of proxy to holders of, in the case of a business
proposal, at least the percentage of voting power of all of the shares of capital stock of the Corporation required under applicable law to approve the proposal or, in the case of a nomination or nominations, at least 67&nbsp;percent of the voting
power of all of the shares of capital stock of the Corporation entitled to vote on the election of directors or (b)&nbsp;otherwise solicit proxies or votes from stockholders in support of such proposal or nomination, as applicable,
(iii)&nbsp;providing a representation as to whether or not such Proposing Person intends to solicit proxies in support of director nominees other than the Corporation&#146;s director nominees in accordance with Rule
<FONT STYLE="white-space:nowrap">14a-19</FONT> promulgated under the Exchange Act and (iv)&nbsp;that the stockholder will provide any other information relating to such item of business that would be required to be disclosed in a proxy statement or
other filing required to be made in connection with solicitations of proxies in support of the business proposed to be brought before the meeting pursuant to Section&nbsp;14(a) of the Exchange Act (such statement, the &#147;<B>Solicitation
Statement</B>&#148;). </P>
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 <P STYLE="margin-top:0pt; margin-bottom:0pt; margin-left:4%; font-size:10pt; font-family:Times New Roman">For purposes of this Article I, the term &#147;Proposing Person&#148; shall mean the
following persons: (i)&nbsp;the stockholder of record providing the notice of nominations or business proposed to be brought before a stockholders&#146; meeting and (ii)&nbsp;the beneficial owner(s), if different, on whose behalf the nominations or
business proposed to be brought before a stockholders&#146; meeting is made. For purposes of this Section&nbsp;2, each of the terms &#147;Affiliates&#148; and &#147;Associates&#148; shall have the meaning attributed to such term in Rule <FONT
STYLE="white-space:nowrap">12b-2</FONT> under the Exchange Act. For purposes of this Section&nbsp;2, the term &#147;Synthetic Equity Interest&#148; shall mean any transaction, agreement or arrangement (or series of transactions, agreements or
arrangements), including, without limitation, any derivative, swap, hedge, repurchase or <FONT STYLE="white-space:nowrap">so-called</FONT> &#147;stock borrowing&#148; or securities lending agreement or arrangement, the purpose or effect of which is
to, directly or indirectly: (a)&nbsp;give a person or entity economic benefit and/or risk similar to ownership of shares of any class or series of capital stock of the Corporation, in whole or in part, including due to the fact that such
transaction, agreement or arrangement provides, directly or indirectly, the opportunity to profit, or share in any profit, or avoid a loss from any increase or decrease in the value of any shares of any class or series of capital stock of the
Corporation, (b)&nbsp;mitigate loss to, reduce the economic risk of, or manage the risk of share price changes for, any person or entity with respect to any shares of any class or series of capital stock of the Corporation, or (c)&nbsp;increase or
decrease the voting power of any person or entity with respect to any shares of any class or series of capital stock of the Corporation. </P>
<P STYLE="margin-top:6pt; margin-bottom:0pt; margin-left:4%; text-indent:4%; font-size:10pt; font-family:Times New Roman">(3) A stockholder providing Timely Notice of nominations or business proposed to be brought before an Annual Meeting shall
further update and supplement such notice, if necessary, so that the information (including, without limitation, the Material Ownership Interests information) provided or required to be provided in such notice pursuant to this Bylaw shall be true
and correct as of the record date for the meeting and as of the date that is ten (10)&nbsp;business days prior to such Annual Meeting, and such update and supplement shall be received by the Secretary at the principal executive offices of the
Corporation not later than 5:00 p.m. Eastern time on the fifth (5th) business day after the record date for the Annual Meeting (in the case of the update and supplement required to be made as of the record date), and not later than 5:00 p.m. Eastern
time on the eighth (8th) business day prior to the date of the Annual Meeting (in the case of the update and supplement required to be made as of ten (10)&nbsp;business days prior to the meeting). For the avoidance of doubt, the obligation to update
as set forth in this Section&nbsp;2(a)(3) shall not limit the Corporation&#146;s rights with respect to any deficiencies in any notice provided by a stockholder, extend any applicable deadlines hereunder, or enable or be deemed to permit a
stockholder who has previously submitted notice hereunder to amend or update any proposal or nomination or to submit any new proposal, including by changing or adding nominees, matters, business and/or resolutions proposed to be brought before a
meeting of the stockholders. Notwithstanding the foregoing, if a Proposing Person no longer plans to solicit proxies in accordance with its representation pursuant to Article I, Section&nbsp;2(a)(2)(E), such Proposing Person shall inform the
Corporation of this change by delivering a written notice to the Secretary at the principal executive offices of the Corporation no later than two (2)&nbsp;business days after making the determination not to proceed with a solicitation of proxies. A
Proposing Person shall also update its notice so that the information required by Article I, Section&nbsp;2(a)(2)(C) is current through the date of the meeting or any adjournment, postponement or rescheduling thereof, and such update shall be
delivered in writing to the secretary at the principal executive offices of the Corporation no later than two (2)&nbsp;business days after the occurrence of any material change to the information previously disclosed pursuant to Article I,
Section&nbsp;2(a)(2)(C). </P>
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 <P STYLE="margin-top:0pt; margin-bottom:0pt; margin-left:4%; text-indent:4%; font-size:10pt; font-family:Times New Roman">(4) Notwithstanding anything in the second sentence of Article I,
Section&nbsp;2(a)(2) of this Bylaw to the contrary, in the event that the number of directors to be elected to the Board of Directors is increased and there is no public announcement naming all of the nominees for director or specifying the size of
the increased Board of Directors made by the Corporation at least ten (10)&nbsp;days before the last day a stockholder may deliver a notice of nomination in accordance with the second sentence of Article I, Section&nbsp;2(a)(2), a stockholder&#146;s
notice required by this Bylaw shall also be considered timely, but only with respect to nominees for any new positions created by such increase, if it shall be received by the Secretary of the Corporation not later than 5:00 p.m. Eastern time on the
tenth (10th) day following the day on which such public announcement is first made by the Corporation. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(b) <U>General</U>. </P>
<P STYLE="margin-top:6pt; margin-bottom:0pt; margin-left:4%; text-indent:4%; font-size:10pt; font-family:Times New Roman">(1) Only such persons who are nominated in accordance with the provisions of this Bylaw shall be eligible for election and to
serve as directors, and only such business shall be conducted at an Annual Meeting as shall have been brought before the meeting in accordance with the provisions of this Bylaw or in accordance with Rule <FONT STYLE="white-space:nowrap">14a-8</FONT>
under the Exchange Act. The Board of Directors or a designated committee thereof shall have the power to determine whether a nomination or any business proposed to be brought before the meeting was made in accordance with the provisions of this
Bylaw. If neither the Board of Directors nor such designated committee makes a determination as to whether any stockholder proposal or nomination was made in accordance with the provisions of this Bylaw, the chair of the meeting (as defined in
Section&nbsp;9 of this Article I) shall have the power and duty to determine whether the stockholder proposal or nomination was made in accordance with the provisions of this Bylaw. If the Board of Directors or a designated committee thereof or the
chair of the meeting, as applicable, determines that any stockholder proposal or nomination was not made in accordance with the provisions of this Bylaw, such proposal or nomination shall be disregarded and shall not be presented for action at the
Annual Meeting. </P> <P STYLE="margin-top:6pt; margin-bottom:0pt; margin-left:4%; text-indent:4%; font-size:10pt; font-family:Times New Roman">(2) Except as otherwise required by law, nothing in this Article I, Section&nbsp;2 shall obligate the
Corporation or the Board of Directors to include in any proxy statement or other stockholder communication distributed on behalf of the Corporation or the Board of Directors information with respect to any nominee for director or any other matter of
business submitted by a stockholder. </P> <P STYLE="margin-top:6pt; margin-bottom:0pt; margin-left:4%; text-indent:4%; font-size:10pt; font-family:Times New Roman">(3) Notwithstanding the foregoing provisions of this Article I, Section&nbsp;2, if
the nominating or proposing stockholder (or a qualified representative of the stockholder) does not appear at the Annual Meeting to present a nomination or any business, such nomination or business shall be disregarded, notwithstanding that proxies
in respect of such vote may have been received by the Corporation. For purposes of this Article I, </P>
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Section&nbsp;2, to be considered a qualified representative of the proposing stockholder, a person must be authorized by a written instrument executed by such stockholder or an electronic
transmission delivered by such stockholder to act for such stockholder as proxy at the meeting of stockholders, and such person must produce such written instrument or electronic transmission, or a reliable reproduction of the written instrument or
electronic transmission, to the chair of the meeting at the meeting of stockholders. </P> <P STYLE="margin-top:6pt; margin-bottom:0pt; margin-left:4%; text-indent:4%; font-size:10pt; font-family:Times New Roman">(4) For purposes of this Bylaw,
&#147;public announcement&#148; shall mean disclosure in a press release reported by the Dow Jones News Service, Associated Press or comparable national news service or in a document publicly filed by the Corporation with the Securities and Exchange
Commission pursuant to Section&nbsp;13, 14 or 15(d) of the Exchange Act. </P> <P STYLE="margin-top:6pt; margin-bottom:0pt; margin-left:4%; text-indent:4%; font-size:10pt; font-family:Times New Roman">(5) Notwithstanding the foregoing provisions of
this Bylaw, a stockholder shall also comply with all applicable requirements of the Exchange Act and the rules and regulations thereunder, including, but not limited to, Rule <FONT STYLE="white-space:nowrap">14a-19</FONT> of the Exchange Act, with
respect to the matters set forth in this Bylaw. If a stockholder fails to comply with any applicable requirements of the Exchange Act, including, but not limited to, Rule <FONT STYLE="white-space:nowrap">14a-19</FONT> promulgated thereunder, such
stockholder&#146;s proposed nomination or proposed business shall be deemed to have not been made in compliance with this Bylaw and shall be disregarded. </P>
<P STYLE="margin-top:6pt; margin-bottom:0pt; margin-left:4%; text-indent:4%; font-size:10pt; font-family:Times New Roman">(6) Further notwithstanding the foregoing provisions of this Bylaw, unless otherwise required by law, (i)&nbsp;no Proposing
Person shall solicit proxies in support of director nominees other than the Corporation&#146;s nominees unless such Proposing Person has complied with Rule <FONT STYLE="white-space:nowrap">14a-19</FONT> promulgated under the Exchange Act in
connection with the solicitation of such proxies, including the provision to the Corporation of notices required thereunder with timely notice and (ii)&nbsp;if any Proposing Person (A)&nbsp;provides notice pursuant to Rule <FONT
STYLE="white-space:nowrap">14a-19(b)</FONT> promulgated under the Exchange Act, (B)&nbsp;subsequently fails to comply with the requirements of Rule <FONT STYLE="white-space:nowrap">14a-19(a)(2)</FONT> or Rule
<FONT STYLE="white-space:nowrap">14a-19(a)(3)</FONT> promulgated under the Exchange Act, including the provision to the Corporation of notices required thereunder with timely notice and (C)&nbsp;no other Proposing Person has provided notice pursuant
to, and in compliance with, Rule <FONT STYLE="white-space:nowrap">14a-19</FONT> under the Exchange Act that it intends to solicit proxies in support of the election of such proposed nominee in accordance with Rule
<FONT STYLE="white-space:nowrap">14a-19(b)</FONT> under the Exchange Act, then such proposed nominee shall be disqualified from nomination, the Corporation shall disregard the nomination of such proposed nominee and no vote on the election of such
proposed nominee shall occur. Upon request by the Corporation, if any Proposing Person provides notice pursuant to Rule <FONT STYLE="white-space:nowrap">14a-19(b)</FONT> promulgated under the Exchange Act, such Proposing Person shall deliver to the
Corporation, no later than five (5)&nbsp;business days prior to the applicable meeting date, reasonable evidence that it has met the requirements of Rule <FONT STYLE="white-space:nowrap">14a-19(a)(3)</FONT> promulgated under the Exchange Act. </P>
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 <P STYLE="margin-top:0pt; margin-bottom:0pt; margin-left:4%; text-indent:4%; font-size:10pt; font-family:Times New Roman">(7) The number of nominees a stockholder may nominate for election at the
Annual Meeting (or in the case of a stockholder giving the notice on behalf of a beneficial owner, the number of nominees a stockholder may nominate for election at the Annual Meeting on behalf of such beneficial owner) shall not exceed the number
of directors to be elected at such Annual Meeting. A stockholder may not designate any substitute nominees unless the stockholder provides timely notice of such substitute nominee(s) in accordance with these
<FONT STYLE="white-space:nowrap">By-laws</FONT> (and such notice contains all of the information, representations, questionnaires and certifications with respect to such substitute nominee(s) that are required by the
<FONT STYLE="white-space:nowrap">By-laws</FONT> with respect to nominees for director). </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">SECTION 3. <U>Special Meetings</U>. Except as
otherwise required by statute and subject to the rights, if any, of the holders of any series of Preferred Stock, special meetings of the stockholders of the Corporation may be called only by or at the direction of the Board of Directors. The Board
of Directors may postpone or reschedule any previously scheduled special meeting of stockholders. Only those matters set forth in the notice of the special meeting may be considered or acted upon at a special meeting of stockholders of the
Corporation. Nominations of persons for election to the Board of Directors and stockholder proposals of other business shall not be brought before a special meeting of stockholders to be considered by the stockholders unless such special meeting is
held in lieu of an annual meeting of stockholders in accordance with Article I, Section&nbsp;1 of these Bylaws, in which case such special meeting in lieu thereof shall be deemed an Annual Meeting for purposes of these Bylaws and the provisions of
Article I, Section&nbsp;2 of these Bylaws shall govern such special meeting. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">SECTION 4. <U>Notice of Meetings; Adjournments</U>. </P>
<P STYLE="margin-top:6pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(a) A notice of each Annual Meeting stating the hour, date and place, if any, of such Annual Meeting, the means of remote communication, if
any, by which stockholders and proxyholders may be deemed to be present in person and vote at such meeting, and the record date for determining the stockholders entitled to vote at the meeting, if such date is different from the record date for
determining stockholders entitled to notice of the meeting, shall be given not less than ten (10)&nbsp;days nor more than sixty (60)&nbsp;days before the Annual Meeting, to each stockholder entitled to vote thereat by delivering such notice to such
stockholder or by mailing it, postage prepaid, addressed to such stockholder at the address of such stockholder as it appears on the Corporation&#146;s stock transfer books. Without limiting the manner by which notice may otherwise be given to
stockholders, any notice to stockholders may be given by electronic transmission in the manner provided in Section&nbsp;232 of the DGCL. </P>
<P STYLE="margin-top:6pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(b) Notice of all special meetings of stockholders shall be given in the same manner as provided for Annual Meetings, except that the notice of
all special meetings shall also state the purpose or purposes for which the meeting has been called. </P> <P STYLE="margin-top:6pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(c) Notice of an Annual Meeting or
special meeting of stockholders need not be given to a stockholder if a waiver of notice is executed, or waiver of notice by electronic transmission is provided, before or after such meeting by such stockholder or if such stockholder attends such
meeting, unless such attendance is for the express purpose of objecting at the beginning of the meeting to the transaction of any business because the meeting was not lawfully called or convened. </P>
 <p STYLE="margin-top:0pt;margin-bottom:0pt ; font-size:8pt">&nbsp;</P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center">9 </P>

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 <P STYLE="margin-top:0pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(d) The Board of Directors may postpone and reschedule or cancel any previously scheduled
Annual Meeting or special meeting of stockholders and any record date with respect thereto, regardless of whether any notice or public disclosure with respect to any such meeting has been sent or made pursuant to Section&nbsp;2 of this
Article&nbsp;I or otherwise. In no event shall the public announcement of an adjournment, postponement or rescheduling of any previously scheduled meeting of stockholders commence a new time period for the giving of a stockholder&#146;s notice under
this Article I. </P> <P STYLE="margin-top:6pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(e) When any meeting is convened, the chair of the meeting or the stockholders present or represented by proxy at such
meeting may adjourn the meeting from time to time for any reason, regardless of whether a quorum is present, to reconvene at any other time and at any place at which a meeting of stockholders may be held under these Bylaws. When any Annual Meeting
or special meeting of stockholders is adjourned to another hour, date or place (including an adjournment taken to address a technical failure to convene or continue a meeting using remote communication), notice need not be given of the adjourned
meeting if the time, place, if any, thereof and the means of remote communications, if any, by which stockholders and proxy holders may be deemed to be present in person and vote at such adjourned meeting are (i)&nbsp;announced at the meeting at
which the adjournment is taken, (ii)&nbsp;displayed, during the time scheduled for the meeting, on the same electronic network used to enable stockholders and proxy holders to participate in the meeting by means of remote communication or
(iii)&nbsp;set forth in the notice of meeting given in accordance with this Section&nbsp;4; provided, however, that if the adjournment is for more than thirty (30)&nbsp;days from the meeting date, or if after the adjournment a new record date is
fixed for the adjourned meeting, notice of the adjourned meeting and the means of remote communications, if any, by which stockholders and proxyholders may be deemed to be present in person and vote at such adjourned meeting shall be given to each
stockholder of record entitled to vote thereat and each stockholder who, by law or under the Certificate of Incorporation of the Corporation (as the same may hereafter be amended and/or restated, the &#147;<B>Certificate</B>&#148;) or these Bylaws,
is entitled to such notice. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">SECTION 5. <U>Quorum</U>. Except as otherwise provided by law, the certificate of incorporation or these
Bylaws, at each meeting of stockholders, the presence in person or by remote communication, if applicable, or represented by proxy, of the holders of a majority in voting power of the outstanding shares of stock entitled to vote at the meeting shall
be necessary and sufficient to constitute a quorum. If less than a quorum is present at a meeting, the chair of the meeting or the holders of voting stock, by the affirmative vote of a majority of the voting power present in person or by proxy and
entitled to vote thereon, may adjourn the meeting from time to time, and the meeting may be held as adjourned without further notice, except as otherwise provided in Section&nbsp;4 of this Article&nbsp;I. At such adjourned meeting at which a quorum
is present, any business may be transacted which might have been transacted at the meeting as originally noticed. The stockholders present at a duly constituted meeting may continue to transact business until adjournment, notwithstanding the
withdrawal of enough stockholders to leave less than a quorum. </P>
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 <P STYLE="margin-top:0pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">SECTION 6. <U>Voting and Proxies</U>. </P>
<P STYLE="margin-top:6pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(a) The stockholders entitled to vote at any meeting of stockholders shall be determined in accordance with the provisions of Article IV,
Section&nbsp;4<B> </B>of these Bylaws, subject to Section&nbsp;217 (relating to voting rights of fiduciaries, pledgors and joint owners of stock) and Section&nbsp;218 (relating to voting trusts and other voting agreements) of the DGCL. Stockholders
shall have one vote for each share of stock entitled to vote owned by them of record according to the stock ledger of the Corporation as of the record date, unless otherwise provided by law or by the Certificate. Stockholders may vote either
(i)&nbsp;in person, (ii)&nbsp;by written proxy or (iii)&nbsp;by a transmission permitted by Section&nbsp;212(c) of the DGCL. Any copy, facsimile telecommunication or other reliable reproduction of the writing or transmission permitted by
Section&nbsp;212(c) of the DGCL may be substituted for or used in lieu of the original writing or transmission for any and all purposes for which the original writing or transmission could be used, provided that such copy, facsimile
telecommunication or other reproduction shall be a complete reproduction of the entire original writing or transmission. Proxies shall be filed in accordance with the procedures established for the meeting of stockholders. A proxy with respect to
stock held in the name of two or more persons shall be valid if executed by or on behalf of any one of them unless at or prior to the exercise of the proxy the Corporation receives a specific written notice to the contrary from any one of them. In
the event the Corporation receives proxies for disqualified or withdrawn nominees for the Board of Directors, such votes for such disqualified or withdrawn nominees in the proxies will be treated as abstentions. </P>
<P STYLE="margin-top:6pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(b) Any stockholder directly or indirectly soliciting proxies from other stockholders must use a proxy card color other than white, which shall
be reserved for the exclusive use by the Board of Directors. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">SECTION 7. <U>Action at Meeting</U>. When a quorum is present at any meeting
of stockholders, any matter before any such meeting (other than an election of a director or directors) shall be decided by a majority of the votes properly cast for and against such matter, except where a larger vote is required by law, by the
Certificate or by these Bylaws. Any election of directors by stockholders shall be determined by a plurality of the votes properly cast on the election of directors. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">SECTION 8. <U>Stockholder Lists</U>. The Corporation shall prepare, no later than the tenth
(10<SUP STYLE="font-size:75%; vertical-align:top">th</SUP>) day before each Annual Meeting or special meeting of stockholders, a complete list of the stockholders entitled to vote at the meeting, arranged in alphabetical order, and showing the
address of each stockholder and the number of shares registered in the name of each stockholder; provided, however, that if the record date for determining the stockholders entitled to vote is less than ten (10)&nbsp;days before the meeting date,
the list shall reflect the stockholders entitled to vote as of the tenth (10th) day before the meeting date. Such list shall be open to the examination of any stockholder for any purpose germane to the meeting for a period of ten (10)&nbsp;days
ending on the day before the meeting date in the manner provided by law. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">SECTION 9. <U>Conduct of Meeting</U>. The Board of Directors may
adopt by resolution such rules, regulations and procedures for the conduct of any meeting of stockholders as it shall deem appropriate. Except to the extent inconsistent with rules, regulations and procedures adopted by the Board of Directors, the
chair of the meeting shall have the right to prescribe such rules, regulations and procedures and to do all such acts, as, in the judgment of such chair, are necessary, appropriate or convenient for the proper conduct of the meeting. Such rules,
regulations or procedures, whether adopted by the Board of </P>
 <p STYLE="margin-top:0pt;margin-bottom:0pt ; font-size:8pt">&nbsp;</P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center">11 </P>

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Directors or the chair of the meeting, may include, without limitation, the following: (a)&nbsp;the establishment of an agenda for the meeting; (b)&nbsp;rules and procedures for maintaining order
at the meeting and the safety of those present at the meeting; (c)&nbsp;limitations on attendance at or participation in the meeting to stockholders of record of the Corporation, their duly authorized and constituted proxies, or such other persons
as the chair of the meeting shall determine; (d)&nbsp;restrictions on entry to the meeting after the time fixed for the commencement thereof; (e)&nbsp;the determination of the circumstances in which any person may make a statement or ask questions
and limitations on the time allotted to questions or comments; (f)&nbsp;the determination of when the polls shall open and close for any given matter to be voted on at the meeting; (g)&nbsp;the exclusion or removal of any stockholders or any other
individual who refuses to comply with meeting rules, regulations, or procedures; (h)&nbsp;restrictions on the use of audio and video recording devices, cell phones and other electronic devices; (i)&nbsp;rules, regulations and procedures for
compliance with any federal, state or local laws or regulations (including those concerning safety, health or security); (j) procedures (if any) requiring attendees to provide the Corporation advance notice of their intent to attend the meeting; and
(k)&nbsp;rules, regulations or procedures regarding the participation by means of remote communication of stockholders and proxy holders not physically present at a meeting, whether such meeting is to be held at a designated place or solely by means
of remote communication. The chair of the meeting shall be: (i)&nbsp;such person as the Board of Directors shall have designated to preside over all meetings of the stockholders; (ii)&nbsp;if the Board of Directors has not so designated such a chair
of the meeting or if the chair of the meeting is unable to so preside or is absent, then the Chairperson of the Board, if one is elected; (iii)&nbsp;if the Board of Directors has not so designated a chair of the meeting and there is no Chairperson
of the Board, or if the chair of the meeting or the Chairperson of the Board is unable to so preside or is absent, then the Chief Executive Officer, if one is elected; or (iv)&nbsp;in the absence or inability to serve of any of the aforementioned
persons, the President of the Corporation. Unless and to the extent determined by the Board of Directors or the chair of the meeting, the chair of the meeting shall not be obligated to adopt or follow any technical, formal or parliamentary rules or
principles of procedure. In the absence of the Secretary of the Corporation, the secretary of the meeting shall be such person as the chair of the meeting appoints. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">SECTION 10. <U>Inspectors of Elections</U>. The Corporation shall, in advance of any meeting of stockholders, appoint one or three inspectors
to act at the meeting and make a written report thereof. The Corporation may designate one or more persons as alternate inspectors to replace any inspector who fails to act. If no inspector or alternate is able to act at a meeting of stockholders,
the chair of the meeting officer shall appoint one or more inspectors to act at the meeting. Any inspector may, but need not, be an officer, employee or agent of the Corporation. Each inspector, before entering upon the discharge of his or her
duties, shall take and sign an oath faithfully to execute the duties of inspector with strict impartiality and according to the best of his or her ability. The inspectors shall perform such duties as are required by the DGCL, including the counting
of all votes and ballots. The inspectors may appoint or retain other persons or entities to assist the inspectors in the performance of the duties of the inspectors. The chair of the meeting may review all determinations made by the inspectors, and
in so doing the chair of the meeting shall be entitled to exercise his or her sole judgment and discretion and he or she shall not be bound by any determinations made by the inspectors. All determinations by the inspectors and, if applicable, the
chair of the meeting, shall be subject to further review by any court of competent jurisdiction. </P>
 <p STYLE="margin-top:0pt;margin-bottom:0pt ; font-size:8pt">&nbsp;</P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center">12 </P>

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 <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center"><U>ARTICLE II </U></P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center"><U>Directors </U></P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">SECTION 1.
<U>Powers</U>. The business and affairs of the Corporation shall be managed by or under the direction of the Board of Directors, except as otherwise provided by the Certificate or required by law. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">SECTION 2. <U>Number and Terms</U>. The number of directors of the Corporation shall be fixed solely and exclusively by resolution duly
adopted from time to time by the Board of Directors, provided the Board of Directors shall consist of at least one (1)&nbsp;member. The directors shall hold office in the manner provided in the Certificate. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">SECTION 3. <U>Qualification</U>. No director need be a stockholder of the Corporation. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">SECTION 4. <U>Vacancies</U>. Vacancies in the Board of Directors shall be filled in the manner provided in the Certificate. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">SECTION 5. <U>Removal</U>. Directors may be removed from office only in the manner provided in the Certificate or by applicable law. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">SECTION 6. <U>Resignation</U>. A director may resign at any time by electronic transmission or by giving written notice to the Chairperson of
the Board, if one is elected, the President or the Secretary. A resignation shall be effective upon receipt, unless the resignation otherwise provides. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">SECTION 7. <U>Regular Meetings</U>. Regular meetings of the Board of Directors may be held at such hour, date and place (if any) as the Board
of Directors may from time to time determine and publicize by means of reasonable notice given to any director who is not present when such determination is made. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">SECTION 8. <U>Special Meetings</U>. Special meetings of the Board of Directors may be called, orally or in writing, by or at the request of a
majority of the directors, the Chairperson of the Board, if one is elected, or the President. The person calling any such special meeting of the Board of Directors may fix the hour, date and place (if any) thereof. Notice thereof shall be given to
each director as provided in Section&nbsp;9 of this Article II. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">SECTION 9. <U>Notice of Meetings</U>. Notice of the hour, date and place
(if any) of all special meetings of the Board of Directors shall be given to each director by the Secretary or an Assistant Secretary, or in case of the death, absence, incapacity or refusal of such persons, by the Chairperson of the Board, if one
is elected, the President or such other officer designated by the Chairperson of the Board, if one is elected, or any one of the directors calling the meeting. Notice of any special meeting of the Board of Directors shall be given to each director
in person, by telephone, or by facsimile, electronic mail or other form of </P>
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electronic communication, sent to his or her business or home address, at least twenty-four (24)&nbsp;hours in advance of the meeting, or by written notice mailed to his or her business or home
address, at least forty-eight (48)&nbsp;hours in advance of the meeting provided, however, that if the person or persons calling the meeting determine that it is otherwise necessary or advisable to hold the meeting sooner, then such person or
persons may prescribe a shorter time period for notice to be given personally or by telephone, facsimile, electronic mail or other similar means of communication. Such notice shall be deemed to be delivered when hand-delivered to such address; read
to such director by telephone; deposited in the mail so addressed, with postage thereon prepaid, if mailed; or dispatched or transmitted if sent by facsimile transmission or by electronic mail or other form of electronic communication. A written
waiver of notice signed or electronically transmitted before or after a meeting by a director and filed with the records of the meeting shall be deemed to be equivalent to notice of the meeting. The attendance of a director at a meeting shall
constitute a waiver of notice of such meeting, except where a director attends a meeting for the express purpose of objecting at the beginning of the meeting to the transaction of any business because such meeting is not lawfully called or convened.
Except as otherwise required by law, by the Certificate or by these Bylaws, neither the business to be transacted at, nor the purpose of, any meeting of the Board of Directors need be specified in the notice or waiver of notice of such meeting. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">SECTION 10. <U>Quorum</U>. At any meeting of the Board of Directors, a majority of the total number of directors shall constitute a quorum for
the transaction of business, but if less than a quorum is present at a meeting, a majority of the directors present may adjourn the meeting from time to time, and the meeting may be held as adjourned without further notice. Any business that might
have been transacted at the meeting as originally noticed may be transacted at such adjourned meeting at which a quorum is present. For purposes of this Article II, the total number of directors includes any unfilled vacancies on the Board of
Directors. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">SECTION 11. <U>Action at Meeting</U>. At any meeting of the Board of Directors at which a quorum is present, the affirmative
vote of a majority of the directors present shall constitute action by the Board of Directors, unless otherwise required by law, by the Certificate or by these Bylaws. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">SECTION 12. <U>Action by Consent</U>. Any action required or permitted to be taken at any meeting of the Board of Directors may be taken
without a meeting if all members of the Board of Directors consent thereto in writing or by electronic transmission. After such action is taken, the writing or writings or electronic transmission or transmissions shall be filed with the records of
the meetings of the Board of Directors. Such filing shall be in paper form if the minutes are maintained in paper form and shall be in electronic form if the minutes are maintained in electronic form. Such consent shall be treated as a resolution of
the Board of Directors for all purposes. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">SECTION 13. <U>Manner of Participation</U>. Directors may participate in meetings of the Board
of Directors by means of video conference, conference telephone or other communications equipment by means of which all directors participating in the meeting can hear each other, and participation in a meeting in accordance herewith shall
constitute presence in person at such meeting for purposes of these Bylaws. </P>
 <p STYLE="margin-top:0pt;margin-bottom:0pt ; font-size:8pt">&nbsp;</P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center">14 </P>

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 <P STYLE="margin-top:0pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">SECTION 14. <U>Presiding Director</U>. The Board of Directors shall designate a
representative to preside over all meetings of the Board of Directors, provided that if the Board of Directors does not so designate such a presiding director or such designated presiding director is unable to so preside or is absent, then the
Chairperson of the Board, if one is elected, shall preside over all meetings of the Board of Directors. If both the designated presiding director, if one is so designated, and the Chairperson of the Board, if one is elected, are unable to preside or
are absent, the Board of Directors shall designate an alternate representative to preside over a meeting of the Board of Directors. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">SECTION 15. <U>Committees</U>. The Board of Directors may designate one or more committees, including, without limitation, a Compensation
Committee, a Nominating&nbsp;&amp; Corporate Governance Committee and an Audit Committee, and may delegate thereto some or all of its powers to such committee(s) except those which by law, by the Certificate or by these Bylaws may not be delegated.
Except as the Board of Directors may otherwise determine, any such committee may make rules for the conduct of its business, but unless otherwise provided by the Board of Directors or in such rules, its business shall be conducted so far as possible
in the same manner as is provided by these Bylaws for the Board of Directors. All members of such committees shall hold such offices at the pleasure of the Board of Directors. The Board of Directors may abolish any such committee at any time. Any
committee to which the Board of Directors delegates any of its powers or duties shall keep records of its meetings. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">SECTION 16.
<U>Compensation of Directors</U>. Directors shall receive such compensation for their services as shall be determined by the Board of Directors, or a designated committee thereof, provided that directors who are serving the Corporation as employees
shall not receive any salary or other compensation for their services as directors of the Corporation. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">SECTION 17. <U>Emergency <FONT
STYLE="white-space:nowrap">By-laws</FONT></U>. In the event of any emergency, disaster, catastrophe or other similar emergency condition of a type described in Section&nbsp;110(a) of the DGCL (an &#147;<B>Emergency</B>&#148;), notwithstanding any
different or conflicting provisions in the DGCL, the Certificate or these <FONT STYLE="white-space:nowrap">By-laws,</FONT> during such Emergency: </P>
<P STYLE="margin-top:6pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(a) A meeting of the Board of Directors or a committee thereof may be called by any director, the Chairperson of the Board, the Chief Executive
Officer, the President or the Secretary by such means as, in the judgment of the person calling the meeting, may be feasible at the time, and notice of any such meeting of the Board of Directors or any committee may be given, in the judgment of the
person calling the meeting, only to such directors as it may be feasible to reach at the time and by such means as may be feasible at the time. Such notice shall be given at such time in advance of the meeting as, in the judgment of the person
calling the meeting, circumstances permit. </P> <P STYLE="margin-top:6pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(b) The director or directors in attendance at a meeting called in accordance with
Section&nbsp;17(a) of this Article II shall constitute a quorum. </P>
 <p STYLE="margin-top:0pt;margin-bottom:0pt ; font-size:8pt">&nbsp;</P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center">15 </P>

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 <P STYLE="margin-top:0pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(c) No officer, director or employee acting in accordance with this Section&nbsp;17 shall be
liable except for willful misconduct. No amendment, repeal or change to this Section&nbsp;17 shall modify the prior sentence with regard to actions taken prior to the time of such amendment, repeal or change. </P>
<P STYLE="margin-top:24pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center"><U>ARTICLE III </U></P> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center"><U>Officers
</U></P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">SECTION 1. <U>Enumeration</U>. The officers of the Corporation shall consist of a President, a Treasurer, a Secretary and such other
officers, including, without limitation, a Chairperson of the Board, a Chief Executive Officer and one or more Vice Presidents (including Executive Vice Presidents or Senior Vice Presidents), Assistant Vice Presidents, Assistant Treasurers and
Assistant Secretaries, as the Board of Directors may determine. Any number of offices may be held by the same person. The salaries and other compensation of the officers of the Corporation will be fixed by or in the manner designated by the Board of
Directors or a committee thereof to which the Board of Directors has delegated such responsibility. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">SECTION 2. <U>Election</U>. The Board
of Directors shall elect the President, the Treasurer and the Secretary. Other officers may be elected by the Board of Directors or by such officers delegated such authority by the Board of Directors. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">SECTION 3. <U>Qualification</U>. No officer need be a stockholder or a director.<SUP STYLE="font-size:75%; vertical-align:top"> </SUP> </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">SECTION 4. <U>Tenure</U>. Except as otherwise provided by the Certificate or by these Bylaws, each of the officers of the Corporation shall
hold office until his or her successor is elected and qualified or until his or her earlier death, resignation or removal. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">SECTION 5.
<U>Resignation and Removal</U>. Any officer may resign by delivering his or her written or electronically transmitted resignation to the Corporation addressed to the President or the Secretary, and such resignation shall be effective upon receipt,
unless the resignation otherwise provides. Any resignation is without prejudice to the rights, if any, of the Corporation under any contract to which the officer is a party. Except as otherwise provided by law or by resolution of the Board of
Directors, the Board of Directors may remove any officer. Except as the Board of Directors may otherwise determine, no officer who resigns or is removed shall have any right to any compensation as an officer for any period following his or her
resignation or removal, or any right to damages on account of such removal, whether his or her compensation be by the month or by the year or otherwise, unless such compensation is expressly provided in a duly authorized written agreement with the
Corporation. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">SECTION 6. <U>Absence or Disability</U>. In the event of the absence or disability of any officer, the Board of Directors
may designate another officer to act temporarily in place of such absent or disabled officer. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">SECTION 7. <U>Vacancies</U>. Any vacancy in
any office may be filled for the unexpired portion of the term by the Board of Directors. </P>
 <p STYLE="margin-top:0pt;margin-bottom:0pt ; font-size:8pt">&nbsp;</P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center">16 </P>

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 <P STYLE="margin-top:0pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">SECTION 8. <U>President</U>. The President shall, subject to the direction of the Board of
Directors, have such powers and shall perform such duties as the Board of Directors may from time to time designate. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">SECTION 9.
<U>Chairperson of the Board</U>. The Chairperson of the Board, if one is elected, shall have such powers and shall perform such duties as the Board of Directors may from time to time designate. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">SECTION 10. <U>Chief Executive Officer</U>. The Chief Executive Officer, if one is elected, shall have such powers and shall perform such
duties as the Board of Directors may from time to time designate. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">SECTION 11. <U>Vice Presidents and Assistant Vice Presidents</U>. Any
Vice President (including any Executive Vice President or Senior Vice President) and any Assistant Vice President shall have such powers and shall perform such duties as the Board of Directors or the Chief Executive Officer may from time to time
designate. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">SECTION 12. <U>Treasurer and Assistant Treasurers</U>. The Treasurer shall, subject to the direction of the Board of Directors
and except as the Board of Directors or the Chief Executive Officer may otherwise provide, have general charge of the financial affairs of the Corporation and shall cause to be kept accurate books of account. The Treasurer shall have custody of all
funds, securities and valuable documents of the Corporation. He or she shall have such other duties and powers as may be designated from time to time by the Board of Directors or the Chief Executive Officer. Any Assistant Treasurer shall have such
powers and perform such duties as the Board of Directors or the Chief Executive Officer may from time to time designate. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">SECTION 13.
<U>Secretary and Assistant Secretaries</U>. The Secretary shall record all the proceedings of the meetings of the stockholders and the Board of Directors (including committees of the Board of Directors) in books kept for that purpose. In his or her
absence from any such meeting, a temporary secretary chosen at the meeting shall record the proceedings thereof. The Secretary shall have charge of the stock ledger (which may, however, be kept by any transfer or other agent of the Corporation). The
Secretary shall have custody of the seal of the Corporation, and the Secretary or an Assistant Secretary shall have authority to affix it to any instrument requiring it, and, when so affixed, the seal may be attested by his or her signature or that
of an Assistant Secretary. The Secretary shall have such other duties and powers as may be designated from time to time by the Board of Directors or the Chief Executive Officer. In the absence of the Secretary, any Assistant Secretary may perform
his or her duties and responsibilities. Any Assistant Secretary shall have such powers and perform such duties as the Board of Directors or the Chief Executive Officer may from time to time designate. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">SECTION 14. <U>Other Powers and Duties</U>. Subject to these Bylaws and to such limitations as the Board of Directors may from time to time
prescribe, the officers of the Corporation shall each have such powers and duties as generally pertain to their respective offices, as well as such powers and duties as from time to time may be conferred by the Board of Directors or the Chief
Executive Officer. </P>
 <p STYLE="margin-top:0pt;margin-bottom:0pt ; font-size:8pt">&nbsp;</P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center">17 </P>

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 <P STYLE="margin-top:0pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">SECTION 15. <U>Representation of Shares of Other Corporations</U>. The Chairperson of the
Board, the President, any Vice President, the Treasurer, the Secretary or Assistant Secretary of this Corporation, or any other person authorized by the Board of Directors or the President or a Vice President, is authorized to vote, represent and
exercise on behalf of this Corporation all rights incident to any and all securities of any other entity or entities standing in the name of this Corporation. The authority granted herein may be exercised either by such person directly or by any
other person authorized to do so by proxy or power of attorney duly executed by such person having the authority. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">SECTION 16. <U>Bonded
Officers</U>. The Board of Directors may require any officer to give the Corporation a bond in such sum and with such surety or sureties as shall be satisfactory to the Board of Directors upon such terms and conditions as the Board of Directors may
specify, including, without limitation, a bond for the faithful performance of his or her duties and for the restoration to the Corporation of all property in his or her possession or under his or her control belonging to the Corporation. </P>
<P STYLE="margin-top:24pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center"><U>ARTICLE IV </U></P> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center"><U>Capital
Stock </U></P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">SECTION 1. <U>Certificates of Stock</U>. Each stockholder shall be entitled to a certificate of the capital stock of the
Corporation in such form as may from time to time be prescribed by the Board of Directors. Such certificate shall be signed by any two authorized officers of the Corporation. The Corporation seal and the signatures by the Corporation&#146;s
officers, the transfer agent or the registrar may be facsimiles. In case any officer, transfer agent or registrar who has signed or whose facsimile signature has been placed on such certificate shall have ceased to be such officer, transfer agent or
registrar before such certificate is issued, it may be issued by the Corporation with the same effect as if he or she were such officer, transfer agent or registrar at the time of its issue. Every certificate for shares of stock which are subject to
any restriction on transfer and every certificate issued when the Corporation is authorized to issue more than one class or series of stock shall contain such legend with respect thereto as is required by law. Notwithstanding anything to the
contrary provided in these Bylaws, the Board of Directors may provide by resolution or resolutions that some or all of any or all classes or series of its stock shall be uncertificated shares (except that the foregoing shall not apply to shares
represented by a certificate until such certificate is surrendered to the Corporation), and by the approval and adoption of these Bylaws, the Board of Directors has determined that all classes or series of the Corporation&#146;s stock may be
uncertificated, whether upon original issuance, <FONT STYLE="white-space:nowrap">re-issuance</FONT> or subsequent transfer. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">SECTION 2.
<U>Transfers</U>. Subject to any restrictions on transfer and unless otherwise provided by the Board of Directors, shares of stock that are represented by a certificate may be transferred on the books of the Corporation by the surrender to the
Corporation or its transfer agent of the certificate therefor properly endorsed or accompanied by a written assignment or power of attorney properly executed, with transfer stamps (if necessary) affixed, and with such proof of the authenticity of
signature as the Corporation or its transfer agent may reasonably require. Shares of stock that are not represented by a certificate may be transferred on the books of the Corporation by submitting to the Corporation or its transfer agent such
evidence of transfer and following such other procedures as the Corporation or its transfer agent may require. </P>
 <p STYLE="margin-top:0pt;margin-bottom:0pt ; font-size:8pt">&nbsp;</P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center">18 </P>

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 <P STYLE="margin-top:0pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">SECTION 3. <U>Stock Transfer Agreements</U>. The Corporation shall have power to enter into
and perform any agreement with any number of stockholders of any one or more classes of stock of the Corporation to restrict the transfer of shares of stock of the Corporation of any one or more classes owned by such stockholders in any manner not
prohibited by the DGCL. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">SECTION 4. <U>Record Holders</U>. Except as may otherwise be required by law, by the Certificate or by these
Bylaws, the Corporation shall be entitled to treat the record holder of stock as shown on its books as the owner of such stock for all purposes, including the payment of dividends and the right to vote with respect thereto, regardless of any
transfer, pledge or other disposition of such stock, until the shares have been transferred on the books of the Corporation in accordance with the requirements of these Bylaws. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">SECTION 5. <U>Record Date</U>. In order that the Corporation may determine the stockholders entitled to notice of or to vote at any meeting of
stockholders or any adjournment thereof or entitled to receive payment of any dividend or other distribution or allotment of any rights, or entitled to exercise any rights in respect of any change, conversion or exchange of stock or for the purpose
of any other lawful action, the Board of Directors may fix a record date, which record date shall not precede the date upon which the resolution fixing the record date is adopted by the Board of Directors, and which record date: (a)&nbsp;in the case
of determination of stockholders entitled to vote at any meeting of stockholders, shall, unless otherwise required by law, not be more than sixty (60)&nbsp;nor less than ten (10)&nbsp;days before the date of such meeting and (b)&nbsp;in the case of
any other action, shall not be more than sixty (60)&nbsp;days prior to such other action. If no record date is fixed: (i)&nbsp;the record date for determining stockholders entitled to notice of or to vote at a meeting of stockholders shall be at
5:00 p.m. Eastern time on the day next preceding the day on which notice is given, or, if notice is waived, at 5:00 p.m. Eastern time on the day next preceding the day on which the meeting is held; and (ii)&nbsp;the record date for determining
stockholders for any other purpose shall be at 5:00 p.m. Eastern time on the day on which the Board of Directors adopts the resolution relating thereto. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">SECTION 6. <U>Replacement of Certificates</U>. In case of the alleged loss, destruction or mutilation of a certificate of stock of the
Corporation, a duplicate certificate may be issued in place thereof, upon such terms as the Board of Directors may prescribe. </P>
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 <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center"><U>ARTICLE V </U></P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center"><U>Indemnification </U></P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">SECTION
1. <U>Definitions</U>. For purposes of this Article V: </P> <P STYLE="margin-top:6pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(a) &#147;Corporate Status&#148; describes the status of a person who is serving or
has served (i)&nbsp;as a Director of the Corporation, (ii)&nbsp;as an Officer of the Corporation, (iii)&nbsp;as a <FONT STYLE="white-space:nowrap">Non-Officer</FONT> Employee of the Corporation or (iv)&nbsp;as a director, partner, trustee, officer,
employee or agent of any other corporation, partnership, limited liability company, joint venture, trust, employee benefit plan, foundation, association, organization or other legal entity which such person is or was serving at the request of the
Corporation. For purposes of this Section&nbsp;1(a), a Director, Officer or <FONT STYLE="white-space:nowrap">Non-Officer</FONT> Employee of the Corporation who is serving or has served as a director, partner, trustee, officer, employee or agent of a
Subsidiary shall be deemed to be serving at the request of the Corporation. Notwithstanding the foregoing, &#147;Corporate Status&#148; shall not include the status of a person who is serving or has served as a director, officer, employee or agent
of a constituent corporation absorbed in a merger or consolidation transaction with the Corporation with respect to such person&#146;s activities prior to said transaction, unless specifically authorized by the Board of Directors or the stockholders
of the Corporation; </P> <P STYLE="margin-top:6pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(b) &#147;Director&#148; means any person who serves or has served the Corporation as a director on the Board of
Directors of the Corporation; </P> <P STYLE="margin-top:6pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(c) &#147;Disinterested Director&#148; means, with respect to each Proceeding in respect of which
indemnification is sought hereunder, a Director of the Corporation who is not and was not a party to such Proceeding; </P> <P STYLE="margin-top:6pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(d)
&#147;Expenses&#148; means all attorneys&#146; fees, retainers, court costs, transcript costs, fees of expert witnesses, private investigators and professional advisors (including, without limitation, accountants and investment bankers), travel
expenses, duplicating costs, printing and binding costs, costs of preparation of demonstrative evidence and other courtroom presentation aids and devices, costs incurred in connection with document review, organization, imaging and computerization,
telephone charges, postage, delivery service fees, and all other disbursements, costs or expenses of the type customarily incurred in connection with prosecuting, defending, preparing to prosecute or defend, investigating, being or preparing to be a
witness in, settling or otherwise participating in, a Proceeding; </P> <P STYLE="margin-top:6pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(e) &#147;Liabilities&#148; means judgments, damages, liabilities,
losses, penalties, excise taxes, fines and amounts paid in settlement; </P> <P STYLE="margin-top:6pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(f) <FONT STYLE="white-space:nowrap">&#147;Non-Officer</FONT>
Employee&#148; means any person who serves or has served as an employee or agent of the Corporation, but who is not or was not a Director or Officer; </P>
<P STYLE="margin-top:6pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(g) &#147;Officer&#148; means any person who serves or has served the Corporation as an officer of the Corporation appointed by the Board of
Directors of the Corporation; </P> <P STYLE="margin-top:6pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(h) &#147;Proceeding&#148; means any threatened, pending or completed action, suit, arbitration, alternate
dispute resolution mechanism, inquiry, investigation, administrative hearing or other proceeding, whether civil, criminal, administrative, arbitrative or investigative; and </P>
<P STYLE="margin-top:6pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(i) &#147;Subsidiary&#148; means any corporation, partnership, limited liability company, joint venture, trust or other entity of which the
Corporation owns (either directly or through or together with another Subsidiary of the Corporation) either (i)&nbsp;a general partner, managing member or other similar interest or (ii)&nbsp;(A) fifty percent (50%) or more of the voting power of the
voting capital equity interests of such corporation, partnership, limited liability company, joint venture or other entity, or (B)&nbsp;fifty percent (50%) or more of the outstanding voting capital stock or other voting equity interests of such
corporation, partnership, limited liability company, joint venture or other entity. </P>
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 <P STYLE="margin-top:0pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">SECTION 2. <U>Indemnification of Directors and Officers</U>. </P>
<P STYLE="margin-top:6pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(a) Subject to the operation of Section&nbsp;4 of this Article V, each Director and Officer shall be indemnified and held harmless by the
Corporation to the fullest extent authorized by the DGCL, as the same exists or may hereafter be amended (but, in the case of any such amendment, only to the extent that such amendment permits the Corporation to provide broader indemnification
rights than such law permitted the Corporation to provide prior to such amendment), and to the extent authorized in this Section&nbsp;2. </P>
<P STYLE="margin-top:6pt; margin-bottom:0pt; margin-left:4%; text-indent:4%; font-size:10pt; font-family:Times New Roman">(1) <U>Actions, Suits and Proceedings Other than By or In the Right of the Corporation</U>. Each Director and Officer shall be
indemnified and held harmless by the Corporation against any and all Expenses and Liabilities that are incurred or paid by such Director or Officer or on such Director&#146;s or Officer&#146;s behalf in connection with any Proceeding or any claim,
issue or matter therein (other than an action by or in the right of the Corporation), which such Director or Officer is, or is threatened to be made, a party to or participant in by reason of such Director&#146;s or Officer&#146;s Corporate Status,
if such Director or Officer acted in good faith and in a manner such Director or Officer reasonably believed to be in or not opposed to the best interests of the Corporation and, with respect to any criminal proceeding, had no reasonable cause to
believe his or her conduct was unlawful. </P> <P STYLE="margin-top:6pt; margin-bottom:0pt; margin-left:4%; text-indent:4%; font-size:10pt; font-family:Times New Roman">(2) <U>Actions, Suits and Proceedings By or In the Right of the Corporation</U>.
Each Director and Officer shall be indemnified and held harmless by the Corporation against any and all Expenses that are incurred by such Director or Officer or on such Director&#146;s or Officer&#146;s behalf in connection with any Proceeding or
any claim, issue or matter therein by or in the right of the Corporation, which such Director or Officer is, or is threatened to be made, a party to or participant in by reason of such Director&#146;s or Officer&#146;s Corporate Status, if such
Director or Officer acted in good faith and in a manner such Director or Officer reasonably believed to be in or not opposed to the best interests of the Corporation; provided, however, that no indemnification shall be made under this
Section&nbsp;2(a)(2) in respect of any claim, issue or matter as to which such Director or Officer shall have been finally adjudged by a court of competent jurisdiction to be liable to the Corporation, unless, and only to the extent that, the Court
of Chancery of the State of Delaware or another court in which such Proceeding was brought shall determine upon application that, despite adjudication of liability, but in view of all the circumstances of the case, such Director or Officer is fairly
and reasonably entitled to indemnification for such Expenses that such court deems proper.<SUP STYLE="font-size:75%; vertical-align:top"> </SUP> </P>
<P STYLE="margin-top:6pt; margin-bottom:0pt; margin-left:4%; text-indent:4%; font-size:10pt; font-family:Times New Roman">(3) <U>Survival of Rights</U>. The rights of indemnification provided by this Section&nbsp;2 shall continue as to a Director or
Officer after he or she has ceased to be a Director or Officer and shall inure to the benefit of his or her heirs, executors, administrators and personal representatives. </P>
 <p STYLE="margin-top:0pt;margin-bottom:0pt ; font-size:8pt">&nbsp;</P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center">21 </P>

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 <P STYLE="margin-top:0pt; margin-bottom:0pt; margin-left:4%; text-indent:4%; font-size:10pt; font-family:Times New Roman">(4) <U>Actions by Directors or Officers</U>. Notwithstanding the foregoing,
the Corporation shall indemnify any Director or Officer seeking indemnification in connection with a Proceeding initiated by such Director or Officer only if such Proceeding (including any parts of such Proceeding not initiated by such Director or
Officer) was authorized in advance by the Board of Directors, unless such Proceeding was brought to enforce such Officer&#146;s or Director&#146;s rights to indemnification or, in the case of Directors, advancement of Expenses under these Bylaws in
accordance with the provisions set forth herein. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">SECTION 3. <U>Indemnification of <FONT STYLE="white-space:nowrap">Non-Officer</FONT>
Employees</U>. Subject to the operation of Section&nbsp;4 of this Article V, each <FONT STYLE="white-space:nowrap">Non-Officer</FONT> Employee may, in the discretion of the Board of Directors, be indemnified by the Corporation to the fullest extent
authorized by the DGCL, as the same exists or may hereafter be amended, against any or all Expenses and Liabilities that are incurred by such <FONT STYLE="white-space:nowrap">Non-Officer</FONT> Employee or on such
<FONT STYLE="white-space:nowrap">Non-Officer</FONT> Employee&#146;s behalf in connection with any threatened, pending or completed Proceeding, or any claim, issue or matter therein, which such <FONT STYLE="white-space:nowrap">Non-Officer</FONT>
Employee is, or is threatened to be made, a party to or participant in by reason of such <FONT STYLE="white-space:nowrap">Non-Officer</FONT> Employee&#146;s Corporate Status, if such <FONT STYLE="white-space:nowrap">Non-Officer</FONT> Employee acted
in good faith and in a manner such <FONT STYLE="white-space:nowrap">Non-Officer</FONT> Employee reasonably believed to be in or not opposed to the best interests of the Corporation and, with respect to any criminal proceeding, had no reasonable
cause to believe his or her conduct was unlawful. The rights of indemnification provided by this Section&nbsp;3 shall exist as to a <FONT STYLE="white-space:nowrap">Non-Officer</FONT> Employee after he or she has ceased to be a <FONT
STYLE="white-space:nowrap">Non-Officer</FONT> Employee and shall inure to the benefit of his or her heirs, personal representatives, executors and administrators. Notwithstanding the foregoing, the Corporation may indemnify any <FONT
STYLE="white-space:nowrap">Non-Officer</FONT> Employee seeking indemnification in connection with a Proceeding initiated by such <FONT STYLE="white-space:nowrap">Non-Officer</FONT> Employee only if such Proceeding was authorized in advance by the
Board of Directors. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">SECTION 4. <U>Determination</U>. Unless ordered by a court, no indemnification shall be provided pursuant to this
Article V to a Director, to an Officer or to a <FONT STYLE="white-space:nowrap">Non-Officer</FONT> Employee unless a determination shall have been made that such person acted in good faith and in a manner such person reasonably believed to be in or
not opposed to the best interests of the Corporation and, with respect to any criminal Proceeding, such person had no reasonable cause to believe his or her conduct was unlawful. Such determination shall be made by (a)&nbsp;a majority vote of the
Disinterested Directors, even though less than a quorum of the Board of Directors, (b)&nbsp;a committee comprised of Disinterested Directors, such committee having been designated by a majority vote of the Disinterested Directors (even though less
than a quorum), (c) if there are no such Disinterested Directors, or if a majority of Disinterested Directors so directs, by independent legal counsel in a written opinion or (d)&nbsp;by the stockholders of the Corporation. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">SECTION 5. <U>Advancement of Expenses to Directors Prior to Final Disposition</U>. </P>
<P STYLE="margin-top:6pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(a) The Corporation shall advance all Expenses incurred by or on behalf of any Director in connection with any Proceeding in which such
Director is involved by reason of such Director&#146;s Corporate Status within thirty (30)&nbsp;days after the receipt by the Corporation of a written statement from such Director requesting such advance or advances from time to time,
</P>
 <p STYLE="margin-top:0pt;margin-bottom:0pt ; font-size:8pt">&nbsp;</P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center">22 </P>

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whether prior to or after final disposition of such Proceeding. Such statement or statements shall reasonably evidence the Expenses incurred by such Director and shall be preceded or accompanied
by an undertaking by or on behalf of such Director to repay any Expenses so advanced if it shall ultimately be determined that such Director is not entitled to be indemnified against such Expenses. Notwithstanding the foregoing, the Corporation
shall advance all Expenses incurred by or on behalf of any Director seeking advancement of expenses hereunder in connection with a Proceeding initiated by such Director only if such Proceeding (including any parts of such Proceeding not initiated by
such Director) was (i)&nbsp;authorized by the Board of Directors or (ii)&nbsp;brought to enforce such Director&#146;s rights to indemnification or advancement of Expenses under these Bylaws. </P>
<P STYLE="margin-top:6pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(b) If a claim for advancement of Expenses hereunder by a Director is not paid in full by the Corporation within thirty (30)&nbsp;days after
receipt by the Corporation of documentation of Expenses and the required undertaking, such Director may at any time thereafter bring suit against the Corporation to recover the unpaid amount of the claim and, if successful in whole or in part, such
Director shall also be entitled to be paid the expenses of prosecuting such claim. The failure of the Corporation (including its Board of Directors or any committee thereof, independent legal counsel or stockholders) to make a determination
concerning the permissibility of such advancement of Expenses under this Article V shall not be a defense to an action brought by a Director for recovery of the unpaid amount of an advancement claim and shall not create a presumption that such
advancement is not permissible. The burden of proving that a Director is not entitled to an advancement of expenses shall be on the Corporation. </P>
<P STYLE="margin-top:6pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(c) In any suit brought by the Corporation to recover an advancement of expenses pursuant to the terms of an undertaking, the Corporation shall
be entitled to recover such expenses upon a final adjudication that the Director has not met any applicable standard for indemnification set forth in the DGCL. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">SECTION 6. <U>Advancement of Expenses to Officers and <FONT STYLE="white-space:nowrap">Non-Officer</FONT> Employees Prior to Final
Disposition</U>. </P> <P STYLE="margin-top:6pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(a) The Corporation may, at the discretion of the Board of Directors, advance any or all Expenses incurred by or on
behalf of any Officer or any <FONT STYLE="white-space:nowrap">Non-Officer</FONT> Employee in connection with any Proceeding in which such person is involved by reason of his or her Corporate Status as an Officer or
<FONT STYLE="white-space:nowrap">Non-Officer</FONT> Employee upon the receipt by the Corporation of a statement or statements from such Officer or <FONT STYLE="white-space:nowrap">Non-Officer</FONT> Employee requesting such advance or advances from
time to time, whether prior to or after final disposition of such Proceeding. Such statement or statements shall reasonably evidence the Expenses incurred by such Officer or <FONT STYLE="white-space:nowrap">Non-Officer</FONT> Employee and shall be
preceded or accompanied by an undertaking by or on behalf of such person to repay any Expenses so advanced if it shall ultimately be determined that such Officer or <FONT STYLE="white-space:nowrap">Non-Officer</FONT> Employee is not entitled to be
indemnified against such Expenses. </P> <P STYLE="margin-top:6pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(b) In any suit brought by the Corporation to recover an advancement of expenses pursuant to the terms
of an undertaking, the Corporation shall be entitled to recover such expenses upon a final adjudication that the Officer or <FONT STYLE="white-space:nowrap">Non-Officer</FONT> Employee has not met any applicable standard for indemnification set
forth in the DGCL. </P>
 <p STYLE="margin-top:0pt;margin-bottom:0pt ; font-size:8pt">&nbsp;</P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center">23 </P>

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 <P STYLE="margin-top:0pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">SECTION 7. <U>Contractual Nature of Rights</U>. </P>
<P STYLE="margin-top:6pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(a) The provisions of this Article&nbsp;V shall be deemed to be a contract between the Corporation and each Director and Officer entitled to
the benefits hereof at any time while this Article&nbsp;V is in effect, in consideration of such person&#146;s past or current and any future performance of services for the Corporation. Neither amendment, repeal or modification of any provision of
this Article&nbsp;V nor the adoption of any provision of the Certificate inconsistent with this Article&nbsp;V shall eliminate or reduce any right conferred by this Article&nbsp;V in respect of any act or omission occurring, or any cause of action
or claim that accrues or arises or any state of facts existing, at the time of or before such amendment, repeal, modification or adoption of an inconsistent provision (even in the case of a proceeding based on such a state of facts that is commenced
after such time), and all rights to indemnification and advancement of Expenses granted herein or arising out of any act or omission shall vest at the time of the act or omission in question, regardless of when or if any proceeding with respect to
such act or omission is commenced. The rights to indemnification and to advancement of expenses provided by, or granted pursuant to, this Article&nbsp;V shall continue notwithstanding that the person has ceased to be a director or officer of the
Corporation and shall inure to the benefit of the estate, heirs, executors, administrators, legatees and distributees of such person. </P> <P STYLE="margin-top:6pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(b)
If a claim for indemnification hereunder by a Director or Officer is not paid in full by the Corporation within sixty (60)&nbsp;days after receipt by the Corporation of a written claim for indemnification, such Director or Officer may at any time
thereafter bring suit against the Corporation to recover the unpaid amount of the claim, and if successful in whole or in part, such Director or Officer shall also be entitled to be paid the expenses of prosecuting such claim. The failure of the
Corporation (including its Board of Directors or any committee thereof, independent legal counsel or stockholders) to make a determination concerning the permissibility of such indemnification under this Article V shall not be a defense to an action
brought by a Director or Officer for recovery of the unpaid amount of an indemnification claim and shall not create a presumption that such indemnification is not permissible. The burden of proving that a Director or Officer is not entitled to
indemnification shall be on the Corporation. </P> <P STYLE="margin-top:6pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(c) In any suit brought by a Director or Officer to enforce a right to indemnification
hereunder, it shall be a defense that such Director or Officer has not met any applicable standard for indemnification set forth in the DGCL. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">SECTION 8. <U><FONT STYLE="white-space:nowrap">Non-Exclusivity</FONT> of Rights</U>. The rights to indemnification and to advancement of
Expenses set forth in this Article V shall not be exclusive of any other right that any Director, Officer or <FONT STYLE="white-space:nowrap">Non-Officer</FONT> Employee may have or hereafter acquire under any statute, provision of the Certificate
or these Bylaws, agreement, vote of stockholders or Disinterested Directors or otherwise. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">SECTION 9. <U>Insurance</U>. The Corporation
may maintain insurance, at its expense, to protect itself and any Director, Officer or <FONT STYLE="white-space:nowrap">Non-Officer</FONT> Employee against any liability of any character asserted against or incurred by the Corporation or any such
Director, Officer or <FONT STYLE="white-space:nowrap">Non-Officer</FONT> Employee, or arising out of any such person&#146;s Corporate Status, whether or not the Corporation would have the power to indemnify such person against such liability under
the DGCL or the provisions of this Article&nbsp;V. </P>
 <p STYLE="margin-top:0pt;margin-bottom:0pt ; font-size:8pt">&nbsp;</P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center">24 </P>

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 <P STYLE="margin-top:0pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">SECTION 10. <U>Other Indemnification</U>. The Corporation&#146;s obligation, if any, to
indemnify or provide advancement of Expenses to any person under this Article V as a result of such person serving, at the request of the Corporation, as a director, partner, trustee, officer, employee or agent of another corporation, partnership,
joint venture, trust, employee benefit plan or other enterprise shall be reduced by any amount such person may collect as indemnification or advancement of Expenses from such other corporation, partnership, joint venture, trust, employee benefit
plan or enterprise (the &#147;<B>Primary Indemnitor</B>&#148;). Any indemnification or advancement of Expenses under this Article V owed by the Corporation as a result of a person serving, at the request of the Corporation, as a director, partner,
trustee, officer, employee or agent of another corporation, partnership, joint venture, trust, employee benefit plan or other enterprise shall only be in excess of, and shall be secondary to, the indemnification or advancement of Expenses available
from the applicable Primary Indemnitor(s) and any applicable insurance policies. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">SECTION 11. <U>Savings Clause</U>. If this Article V or
any portion hereof shall be invalidated on any ground by any court of competent jurisdiction, then the Corporation shall nevertheless indemnify each indemnitee as to any expenses (including, without limitation, attorneys&#146; fees), liabilities,
losses, judgments, fines (including, without limitation, excise taxes and penalties arising under the Employee Retirement Income Security Act of 1974, as amended) and amounts paid in settlement in connection with any action, suit, proceeding or
investigation, whether civil, criminal or administrative, including, without limitation, an action by or in the right of the Corporation, to the fullest extent permitted by any applicable portion of this Article V that shall not have been
invalidated and to the fullest extent permitted by applicable law. </P> <P STYLE="margin-top:24pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center"><U>ARTICLE VI </U></P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center"><U>Miscellaneous Provisions </U></P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">SECTION 1. <U>Fiscal Year</U>. The fiscal year of the Corporation shall be determined by the Board of Directors. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">SECTION 2. <U>Seal</U>. The Board of Directors shall have power to adopt and alter the seal of the Corporation. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">SECTION 3. <U>Execution of Instruments</U>. All deeds, leases, transfers, contracts, bonds, notes and other obligations to be entered into by
the Corporation in the ordinary course of its business without director action may be executed on behalf of the Corporation by the Chairperson of the Board, if one is elected, the President or the Treasurer or any other officer, employee or agent of
the Corporation as the Board of Directors or an executive committee of the Board of Directors may authorize or determine. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">SECTION 4.
<U>Voting of Securities</U>. Unless the Board of Directors otherwise provides, the Chairperson of the Board, if one is elected, the President or the Treasurer may waive notice of, and act on behalf of the Corporation, or appoint another person or
persons to act as proxy or attorney in fact for the Corporation with or without discretionary power and/or power of substitution, at any meeting of stockholders or stockholders of any other corporation or organization, any of whose securities are
held by the Corporation. </P>
 <p STYLE="margin-top:0pt;margin-bottom:0pt ; font-size:8pt">&nbsp;</P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center">25 </P>

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 <P STYLE="margin-top:0pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">SECTION 5. <U>Resident Agent</U>. The Board of Directors may appoint a resident agent upon
whom legal process may be served in any action or proceeding against the Corporation. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">SECTION 6. <U>Corporate Records</U>. The original
or attested copies of the Certificate, Bylaws and records of all meetings of the incorporators, stockholders and the Board of Directors and the stock transfer books, which shall contain the names of all stockholders, their record addresses and the
amount of stock held by each, may be kept outside the State of Delaware and shall be kept at the principal office of the Corporation, at an office of its counsel, at an office of its transfer agent or in such manner as may be permitted by law. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">SECTION 7. <U>Certificate</U>. All references in these Bylaws to the Certificate shall be deemed to refer to the Certificate, as amended
and/or restated and in effect from time to time. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">SECTION 8. <U>Exclusive Jurisdiction of Delaware Courts or the United States Federal
District Courts</U>. Unless the Corporation consents in writing to the selection of an alternative forum, the Court of Chancery of the State of Delaware shall be the sole and exclusive forum for (i)&nbsp;any derivative action or proceeding brought
on behalf of the Corporation, (ii)&nbsp;any action asserting a claim of, or a claim based on, a breach of a fiduciary duty owed by any current or former director, officer or other employee or stockholder of the Corporation to the Corporation or the
Corporation&#146;s stockholders, (iii)&nbsp;any action asserting a claim arising pursuant to any provision of the DGCL or the Certificate or these Bylaws (including the interpretation, validity or enforceability thereof) or as to which the DGCL
confers jurisdiction on the Court of Chancery of the State of Delaware or (iv)&nbsp;any action asserting a claim governed by the internal affairs doctrine; provided, however, that this sentence will not apply to any causes of action arising under
the Securities Act of 1933, as amended, or the Exchange Act, or to any claim for which the federal courts have exclusive jurisdiction. Unless the Corporation consents in writing to the selection of an alternative forum, the federal district courts
of the United States of America shall be the sole and exclusive forum for resolving any complaint asserting a cause of action arising under the Securities Act of 1933, as amended, the Exchange Act, or the respective rules and regulations promulgated
thereunder. To the fullest extent permitted by law, any person or entity purchasing or otherwise acquiring any interest in shares of capital stock of the Corporation shall be deemed to have notice of and consented to the provisions of this
Section&nbsp;8. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">SECTION 9. <U>Amendment of Bylaws</U>. </P>
<P STYLE="margin-top:6pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(a) <U>Amendment by Directors</U>. Except as otherwise required by law, these Bylaws may be amended or repealed by the Board of Directors. </P>

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 <P STYLE="margin-top:0pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(b) <U>Amendment by Stockholders</U>. Except as otherwise provided herein, the Bylaws of the
Corporation may be amended or repealed at any annual meeting of stockholders, or at any special meeting of stockholders called for such purpose, by the affirmative vote of the holders of not less than
<FONT STYLE="white-space:nowrap">two-thirds</FONT> (2/3) of the voting power of the outstanding shares of capital stock entitled to vote on such amendment or repeal, voting together as a single class; provided, however, that if the Board of
Directors recommends that stockholders approve such amendment or repeal at such meeting of stockholders, such amendment or repeal shall only require the affirmative vote of the majority of outstanding shares of capital stock entitled to vote on such
amendment or repeal, voting together as a single class. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">SECTION 10. <U>Notices</U>. If mailed, notice to stockholders shall be deemed
given when deposited in the mail, postage prepaid, directed to the stockholder at such stockholder&#146;s address as it appears on the records of the Corporation. Without limiting the manner by which notice otherwise may be given to stockholders,
any notice to stockholders may be given by electronic transmission in the manner provided in Section&nbsp;232 of the DGCL. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">SECTION 11.
<U>Waivers</U>. A written waiver of any notice, signed by a stockholder or director, or waiver by electronic transmission by such person, whether given before or after the time of the event for which notice is to be given, shall be deemed equivalent
to the notice required to be given to such person. Neither the business to be transacted at, nor the purpose of, any meeting need be specified in such a waiver. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">Adopted on August&nbsp;19, 2024 and effective upon the effectiveness of the <FONT STYLE="white-space:nowrap">S-1</FONT> registration statement. </P>
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